Legal Problems of Minority Shareholders’ Appraisal Rights

• Main Authors: Pei-Jui Hung, 洪培睿
• Other Authors: 賴英照
• Format: Others
• Language: zh-TW
• Published: 2009
• Online Access: http://ndltd.ncl.edu.tw/handle/33470137571892231061

碩士 === 國立臺北大學 === 法律學系一般生組 === 97 === This paper is founded on the concepts of efficiency as well as corporate microeconomic theories and finds that the minority shareholders’ appraisal right could play a important role on the corporate governance. The appraisal right could facilitate value-increasing transactions and discourage value-decreasing ones, and help shareholders uncover and prevent truly wrongful behavior by the corporate insiders( including the controlling shareholders) . Fiduciary suits could compensate wronged shareholders and deter managerial or majority shareholder misbehavior. But such litigation could be expensive, with procedural and substantive hurdles to overcome. Appraisal could serve this discovery goal effectively because it is relatively quick (especially because there is no need to prove the presence of a wrongdoer), because it generally calls for a sharing of costs between the parties, and because it could bring out information about corporate assets and plans that is useful to anyone considering a fiduciary suit. However, the appraisal right has received very little attention in Taiwan. There are two major reasons for this. One, a lot of the procedural obstacles for a shareholder exists in Taiwan, including that the procedures of exercising the appraisal right are too complicate and the expenses associated with the appraisal right are too high for a minority shareholder. The other, the courts in Taiwan will not award the dissenting shareholder the fair value of this shares, because they defer to market price when fixing fair value. The purpose of this paper is to propose a comprehensive reform for the Taiwanense appraisal statute.