| Summary: | 碩士 === 國立臺灣大學 === 法律學研究所 === 97 === Because of the Asia Pacific Broadband Telecom Company case, the Legislative Yuan of the Republic of China considers to re-adopt the mandatory public offering rule in the Company Act. The legislation aims at helping people overcome the difficulty of corporate governance through the information disclosure rules in the Securities and Exchange Act. Based on this background understanding, this thesis would like to discuss the relationship between information disclosure and corporate governance. In addition, the effect of this legislation is another subject which this thesis wants to look into. In order to make sure that the discussions can focus on the relationship between information disclosure and corporate governance, and meanwhile, to follow the thought of this legislation, this thesis will target on the corporation without the regular stock exchange market.
Most of the discussions about the information issue in the corporate subject focus on the securities exchange question and few of them talk about the the relationship between information disclosure and corporate governance. However, we can still find out the connection between the information disclosure and corporate governance. When talking about the relationship between the information disclosure and corporate governance, the intermediator plays a key role in it. Without the help of the intermediator, informations will not have any actual effect to this world, because it is impossible for the information to change the real world by itself. From this viewpoint, this thesis will develop under the〝information-intermediator-corporate governance〞framework.
However, a problem need to be solved before discussing this framework: how to make sure the information is correct? This is a serious problem since under current regulations, the management is the information provider, but the management need to be supervised at the same time. Therefore, it is possible that the management will provide incorrect information to avoid accountability. The U.S. and U.K. attempt to deal with this problem through the enforcement of a number of detailed regulations, but the outcome is still quite dissapointed. The difficulty here lies on the unsloved “agency problem” when the legislator asks the management to provide the information. As long as the mangement is the information provider, there are always possibilities of fraud since the managemet may try to take advantage of the agency problem.
As to the issues of〝information-intermediator-corporate governance〞, this thesis will first discuss the environment of the target corporation in order to find out the mechanism which is suitable to be the intermediator. This thesis will then look into how these mechanisms work for the corporate governance. It can be found that there are a lot of problems which obstruct the operation of mechanisms, besides that, some of them are not the information problems but other problems such as independence as well. From the discussions of the above two issues, this thesis will point out that the really useful information is not the information which is provided by the management, but the information offered by those who have interactions with the corporation.
In conclusion, this thesis questions the mandatory public offering rule since its purpose cannot be achieved. Furthermore, this thesis suggests that when talking about the information problem in corporate governance issue, the legislator should put emphasis on the whistleblower system rather than ask the management to disclose more information. Because it is usually the information provided by the whistleblower that is useful for the corporate governance issue.
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