A Study on Director and Controlling Shareholder Obligation to Avoid Conflict of Interests from the Requirement of Article 178 of Company Act for Abstaining from Voting Rights
Date Issued
2015
Date
2015
Author(s)
Wang, Neng-Jian
Abstract
This dissertation aims at discussing whether requirement of abstaining from voting rights could be taken as the solution to conflict of interests, and whether there are better solutions. First of all, this dissertation discusses the nature of voting rights to question justification of requirement of abtstaining from voting rights when there is conflict of interests. And then collect the related verdicts and observe three controversial M&A cases to learn a lesson and arouse some inspiration. Involving the conflict of interests between directors and the corporation, it’s doubtful whether the shareholders or supervisors could obtain the necessary information to intervene the suspicious transaction in Taiwan. Moreover, abstaining from voting rights could not remove the structural bias, but there’s no further resolution in Taiwan. And it’s not clear whether there lies responsibility after the directors follow requirement of abstaining from voting rights. When relating to conflict between controlling shareholders and the corporation, Taiwan adopts the legistlative patterns of shadow directors, unlike the US imposing fiduciary duty on controlling shareholders. With regard to conflict between controlling shareholders and minority shareholders, Taiwan does not provide relief and subsidies.
Subjects
abstain from voting rights
corporat governance
conflict of interests
duty of loyalty
entire fairness
shadow directors
unfair prejudice
Type
thesis
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