Minority Shareholders’ Litigation Rights: With the Emphasis on the Minority Shareholders in Canada

• Main Authors: Yeh Shu-Hsiu, 葉書秀
• Other Authors: Hor Spenser Y.
• Language: zh-TW
• Published: 2008
• Online Access: http://ndltd.ncl.edu.tw/handle/99756745424527139409

碩士 === 中國文化大學 === 法律學研究所 === 96 === Fraudulent activities in the banking business have been rather common throughout the world these years. Since the stock market in Taiwan is very active, the small investors (the minority shareholders in this paper) have also been subject to tremendous damages. For most cases, when the improper activities were discovered, the minority shareholders could do nothing but suffer the consequences. But if the minority shareholders happen to notice the misdeeds of the company or the majority shareholders, this thesis then asked the question whether they are equipped with necessary weapons to protect themselves. There are two types of minority shareholders’ litigation rights, i.e., the direct suits and the indirect suits (derivative suits). Our Company Law does not provide cause of action for minority shareholders’ direct suits. It is the Civil Code that the minority shareholders need to resort to if injured. This thesis considers it insufficient to have our Company Law to operate as the sole basis in protecting minority shareholders. As a matter of fact, although our Company Law does provide the remedy of derivative suits for minority shareholders, due the high threshold, there still is no relevant case being actually filed. Based on the above observation, this thesis analyzes the derivative suit systems in various countries, with the purpose of providing certain reference materials for our own company regulations’ future development. Furthermore, this thesis also introduces the practice of “unfair prejudice”, in order to provide better protection for the minority shareholders in Taiwan. Among the countries surveyed, with regard to the protections actually provided for the minority shareholders, Canadian system could be considered exemplary since it has a much lower threshold for filing relevant suits and many successful cases have been established.