Disqualification and Removal of Company Directors
Date Issued
2014
Date
2014
Author(s)
Yeh, Yu-Hsin
Abstract
This thesis examines a mechanism for disqualification and removal of directors and managers, henceforce to be referred to as a ruling-out-system. The ruling-out-system I consider sets out guidelines for better enforcing already exsiting behavioral norms for directors and managers. There are shortcomings in our current directors and managers removal system. For example, the specified behaviors for removal are not suitable for today’s markets, or these behaviors are even irrelevant to the purposes of market or company protection under the law. This makes it difficult to identify the core concept of behavioral norms provided by such specified behaviors. Other shortcomings are as follows: first, no clear designated authority to initiate the removal porcedures; second, no method for preventing a previously removed director or manager from returning to the same or a similar position; third, the current removal systems are not applicable to shadow or de facto directors; fourth, no procedure for allowing a removed director or manager to apply for a special permission to act in the capacity of a manager if warranted; fifth, there are no consequences for a director or a manager who violates the removal system; sixth, the necessity of the conditions added by court for removal is doubtful; seventh, no publication system to warn the markets about the removal of a director or a manager; eighth, no complete discussion of how to apply injuctions, etc.
The company directors/managers disqualification system in the Common Wealth is complete. The system rules the disqualification of directors and managers in all kinds of companies. This thesis focuses mainly on the CDDA 1986 in the UK, and also studies the ruling-out-system in Australia, New Zealand, and Singapore.
This thesis firstly reviews the removal system in Taiwan, including Article 30 and Article 200 of the Company Act, many removal rules of financial regulation, Article 10-1 of the Securities Investor and Futures Trader Protection Act, and sums up the shortcomings. After studying the solutions to these shortcomings provided by the disqualification system in the UK and other Common Wealth countires, it further discusses the possibility on the legality and on the factual aspects of applying such solutions to our system in Taiwan. Finally, this thesis sets up new and modifies existing articles according to the above discussion. In general, we could eliminate Article 30 of the Company Act, and replace it with some parts of the UK disqualification system ; keep Article 200 of the Company Act while modifying it with some features provided by the UK disqualification system; eliminate Article 10-1 of the Securities Investor and Futures Trader Protection Act. This thesis also suggests ways to modify the removal rules of financial regulation.
Subjects
影子董事
事實上董事
失格
解任
不適任
公平交易
債權人
Type
thesis
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