Invaliding Shareholders' Resolution in the Current Legal Practice---Focusing on the Causes of Invalidation

• Main Authors: Chih Chen, 陳至
• Other Authors: none
• Format: Others
• Language: zh-TW
• Published: 2010
• Online Access: http://ndltd.ncl.edu.tw/handle/11297003831981773725

碩士 === 東吳大學 === 法律學系 === 98 === Abstract According to Article 189 of the Company Act, in case the procedure for convening a shareholders' meeting or the method of adopting resolutions thereat is in contrary to any law, ordinance or the company's Articles of Incorporation, a shareholder may, within 30 days from the date of adoption of the said resolution, file a suit in the court for invalidation of such resolution. This Article enhances the protection of minority shareholders which bestows the shareholders, regardless what proportion shares being held, with the right to revoke the biased resolutions made in shareholders’ meeting, and also balance the stability of the resolution reached by majority shareholders. The target to be invalidated could remain effective till the court invalidating the resolutions, unless the plaintiff applies for injunction. Therefore, this thesis will focus on discussing the different categories of the factors enable invalidation on the shareholders’ meeting resolutions. This thesis intends to analyze and summarize the factors enable invalidation from academic theories as well as the essences digested from the judicial practices and the precedents of the Supreme Court, and as the result, to categorize, or even generate brand-new factor enabling invalidation, would be the objective of this thesis. In addition to the aforementioned, this thesis would also discuss the challenges and difficulties which the minority shareholders face after they execute the right of invalidation, such as the Prisoner’s Dilemma and Free Rider Theories, and hopefully could reinforce the corporate governance practices. The first chapter of the thesis describes the motivation of initiating the research, the methodology of the research, the objective of the research and the expected outcome of the research. The second chapter is based on the relationship between the protection on minority shareholders and corporate governance, to justify the legitimacy on why the right of invalidation of minority shareholders is necessary. The third chapter is to discuss the connection between the right of invalidation and the civil procedure, and ensuing by further discussions on the issues may or may not exist on the civil procedures. The fourth chapter is the focal point of this thesis; this chapter summarizes the categories of the factors causing invalidation separately generating from the convening procedural process and the methods of making resolutions, which are concluded from the judicial precedents in the long term practices in this country. In this chapter judicial precedents are also adopted to illustrate the factor, legal essences and effects of the right of invalidation, as well as the influences may be caused to the shareholders of the corporate. The fifth chapter describes the difficulties the minority shareholders may face under applicable laws and ordinances when they execute the right of invalidation, and the consequences that the intention of minority shareholders to execute such right may be adversely influenced and therefore cause negative impact to the corporate governance. The sixth chapter sets the proposition and conclusion, points out the suggested adjustments to the current civil procedures to remove the invisible threshold in the litigation regime, and ideally put the system of protecting the minority shareholders into practices.