| Summary: | 碩士 === 中原大學 === 財經法律研究所 === 89 === In accordance with the laws of the United States, the conducts of the corporate directors should be regulated by the fiduciary duty, which constitute the bedrock of corporation governance. Compared to the lacks of relevant statutes about standards of director’s conducts in our corporation law, American’s legal system is worth of our consulting and emulating. This thesis is primarily composed of six chapters as follows:
Chapter 1. Introduction
The first chapter illustrates the incentives for writing this thesis and the methodologies adopted in this thesis. In addition, this chapter defines the realms of this thesis and briefly describes the contents of the relevant chapters.
Chapter 2. The Ltd. and directors in Taiwan
This chapter starts to present the corporation structure and the director status of the limited liability company in Taiwan. Then we proceed to discuss the framework of director’s rights and duties. Also explored is the director’s personal liability when breaching directorial duty. By doing so, we build a connection with next chapter from a comparative legal point of view under the U.S. and Taiwan regulatory regime.
Chapter 3. The director’s fiduciary duty
The fiduciary duty of corporate director was originated from the trust theory. In the Anglo-American legal system, base on the trust theory, directors of the corporations are deemed the trustees of the corporations and consequently assumed the fiduciary duty of the trustees. Accordingly, this chapter states trust, fiduciary relation, and director’s fiduciary duty in turn. Finally, we discuss whether we have any explicit statutes of the director’s fiduciary duty in Taiwan.
Chapter 4. Duty of care
Since only a few articles discussed the duty of care in Taiwan, this chapter especially emphasizes the duty of care of the corporate directors. Besides definition of duty of care, the standard of culpability for the imposition of liability, bank director’s duty of care, reliance, delegation, and statutes for protecting directors are also included in the chapter.
Chapter 5 Business judgment rule
The director’s fiduciary duty is a legal scheme to make sure that director’s conducts are for the best interests of their corporations. Nonetheless, the negative effects occur, if the duty is so strict that limits the directors'' business decisions. As a result, the business judgment rule was developed to protect reasonable business decision of the corporate directors. According to priority, this chapter expounds the definition, the course of change and development of the business judgment rule, its functions, elements, and the relation between business judgment rule and relevant rules. Finally, we estimate the feasibility of introduction of business judgment rule in Taiwan.
Chapter 6. Conclusion
The final chapter presents conclusion of this thesis and provides precautions we should take regarding adoption of foreign legal system.
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