2010-01-012024-05-18https://scholars.lib.ntu.edu.tw/handle/123456789/697923摘要：公司治理之議題及理論，自其發展至今約略二十年。90年代初歐洲對於公司治理之意義及內涵尚屬陌生，就其範疇亦莫衷一是。然而，歷經多次企業醜聞，美國及OECD也逐漸發展出較為完整之公司治理模型。 公司治理主要強調checks and balances，亦即公司內外應有一定之監督機制，此外就是公司經營者應將公司所有利害關係人之利益納入考量，但究竟非股東之權利主張應如何具體賦予，各國政策仍有相當大之歧異。對於股東，在無法全然參與公司經營下，少數股東之保護也是公司治理中之一大問題。當少數股東面對多數股東以多數決剝奪其利益時，如何突破法人格獨立之概念與多數決原理之遵守乃代位訴訟中最難平衡之利益。是以，各國雖多有代位訴訟之規定，但運用率卻可能差異頗大。本計畫除了廣泛就公司治理之基本問題予以釐清外，並擬就我國之代位訴訟及其與公司治理間之關連予以研究。 <br> Abstract: The issue and the theory with respect to corporate governance have developed for approximately 20 years to date. In the 1990’s, the meaning and the content of corporate governance was still unfamiliar to Europe, and much contest had arisen as to its scope and silhouette. After the outbreak of numerous business scandals, however, the United States and the OECD have gradually developed models of corporate governance that are more complete and sound than previous times. The concept of corporate governance places great emphasis on “checks and balances”. Namely, both external and internal supervision mechanisms should be established for the company, and the management should take into account the interests of all interested parties to the company in rendering its decisions and conducting business operations. However, it remains divisive in various countries regarding the specific approach to confer the right to claim to the company on parties other than the shareholders. As far as the shareholders are concerned, since it is nearly impractical for shareholders to be fully involved in the operations of a company or to participate in all of its decision-making processes, the protection afforded to minority shareholders becomes an essential issue in the realm of corporate governance. When the interests of minority shareholders are deprived by the majority through voting procedures, abandoning the principle of independent legal personality and complying with majority voting mechanisms involve interests that are the most difficult to measure and reconcile. Therefore, although most countries adopt the systems of derivative action, the frequency of application of such procedures differs significantly worldwide. This project is not only to clarify fundamental questions concerning corporate governance on a general basis, but to engage in research on derivative actions in our country as well as their relationship with corporate governance.公司治理代位訴訟多數決原理監督法人格獨立corporate governancederivative suitmajority rulesupervisionindependent legal personality