Shareholder Activism and The Reform of The Assembling and Resolution Procedure of Shareholders' Meeting—A Comparative Analysis With The Japanese Law

Ever since the introduction of electronic voting for shareholders’ meetings in Taiwanese law system, the adoption rate of e-voting had been low. However, after the ardent promotion of the authority, the adoption rate has increased significantly. Electronic voting has several advantages. It helps shareholders to vote at home, exempt them from the travel-worn and it also enable shareholders to vote themselves without resorting to a proxy agent. The promptness of the delivery of electronic documents will greatly extend the deliberation time over the proposals for shareholders as well. Nevertheless, we did not introduce electronic shareholders’ meeting. The utilization of e-voting is limited to voting in advance and it cannot respond accordingly to the deliberation of extempore motions. Therefore, we should limit the submission of extempore motions to protect the e-voting shareholders from surprise attacks. Despite of what being said, extempore motions have the function to process the relevant issues to the meeting agendas. Thus, the over limitation of extempore motions will harm the efficiency of the meeting. This article reviews the delicate distinction in the scope of different proposals in Japanese law as reference in an attempt to establish a standard to limit the submission of extempore motions and thus strengthen the clarity and the stability of the shareholders’ meeting motions. Furthermore, the electronic voting being one of the different ways to exercise voting rights, which one should prevail when there is inconsistency between electronic voting and other means? The stipulations in our law system overemphasizes the conveniences for stock operation at the cost of the exercise of the shareholders’ rights to vote. This article tries to make use of the Japanese law to propose a new point of view. Finally, shareholders who utilize electronic voting cannot take part in the deliberation during the shareholders’ meeting. Therefore, their judgments on the proposals rely heavily on the information the company revealed before the meeting. If the revelation of the information could be digitalized on the Internet, we may greatly shift the commencement of the shareholders’ deliberation over the proposals to an earlier stage. Nonetheless, the mass utilization of digitalized documents may push aside those shareholders who are not equipped with the apparatus to receive the digitalized information and deprive their rights to know. What should be done to strike a balance between the efficiency of the transmission of information and the protection of the shareholders’ rights who suffer from the digital disparity? This article draws lessons from the Japanese research: Study Group on Promoting Electronification of Processes for Shareholder Meetings to examine the present practice of the disclosure of the information of the proposals and to propose a few remarks to future amendments.