The Authorities of Corporate Officers and Their Parameters with the Board of Directors

The main issues of the thesis entitled “Corporate Officers’ Authority” could be understood from two dimensions: one is the contracting capacity of corporate officers; the other is the internal compartment of the managing power of corporate officers from those of board of directors.ractically, the corporate officers are the principal characters controlling the function and operation of a company. However, the definition regarding the ambit of reasonable authority of corporate officers is a remaining dispute when they do business with the third parties. This not only reveals the deficiency of the regulations concerning corporate officers in our Company Law but also indicates the difficulties in the interaction of agency relationship between Civil and Company Laws. As a result, in Chapter 2 and 3, I begin my research with the agency principles underlying corporate law which helps analyze the economic rationales of officers’ contracting authorities.n Chapter 4, it further deals with the most important issues of the actual and inherent authorities of corporate officers and the legal effects when they go beyond the limits of their accorded authority. Prior to the subject issue, several crucial problems that frequently occur will also be considered, such as the definition and appointment of corporate officers, which are the prerequisites of their ordinary courses of managing authorities. Additionally, the Anglo-American concept of de facto officers and their employment in Taiwan will also be discussed to provide a more flexible definition for corporate officers.o turn to the interior compartment of managerial power, Chapter 5 will focus on the distinction of officers’ fiduciary duties and their discretional authorities from those of directors. To this point, the purpose of my thesis is to affirm the general capacity accorded to officers by agency law and to clarify the divided power between the executive organ (board of directors) and the corporate officers as agents. And the legal proposition regarding the parameters of both the managing power and the liability of corporate officers with the board will be concluded in the last chapter.