A comparison between Taiwan and Japan on the accountant's duties and civil liabilities under corporate governance

• Main Authors: Lin, Ching-Yu, 林靜瑜
• Other Authors: Tu, I-Ching
• Format: Others
• Language: zh-TW
• Published: 2011
• Online Access: http://ndltd.ncl.edu.tw/handle/47096289624637517690

碩士 === 國立臺北大學 === 法律學系一般生組 === 99 === In recent years, issues of corporate governance have attracted considerable attention. When fraud occurs in a company, professional accountants that are responsible for auditing are now often listed as defendants along with company managers. Professional accountants are responsible for corporate financial operations and play a decisive role in corporate governance. Japanese laws on the institutional design of corporate governance are very similar to Taiwanese corporate governance laws. The similar corporate governance design makes accountants civilly liable for false reporting. When Taiwanese company law was amended, Japanese company law was used as reference extensively. However, Japanese laws on civil liability provisions are still more comprehensive than those in Taiwan. This article will discuss the viewpoint and issues of corporate governance while using Japanese law as a comparison and discuss the two nation’s company law and corporate accountant’s status in terms of corporate governance, legal system, functions, and civil liability associated with the accounting norms and disputes on law doctrines. The viewpoints will be supplemented by analysis of actual court cases and judge’s verdict and view on accountant’s accountability and responsibilities while the final accounting duties and civil liability system difference of the two countries will be compared with the resulting worthwhile recommendations and legislative proposals be made for Taiwan. This article is divided into six chapters. The first chapter introduces this article and discusses the motivation behind this study, the purpose, scope, methodology and research framework. The second chapters explains the concept of corporate governance and introduces the corporate law and related legal system in Taiwan and Japan and from relevant legal norms sort out various state department orders while also include explanation and defining professional experts and professional experts importance in corporate governance. The third chapter introduces accountant’s role in corporate governance and its functional purpose while listing particular accountants and auditors independence provisions in Taiwan and Japan. Furthermore, certified public accountant’s duties and its relation to corporate laws and Securities and Exchange Act provisions of Taiwan and Japan will be deliberated. The discussion will lead to the explanation of accountant’s role in corporate governance and its relationship to the corporate supervisors. Chapter IV will be discussions focused on Taiwanese corporate laws, accountant’s civil liability to auditing companies and third parties, including debt defaulting and tort liability. This chapter will introduce court cases relating to accountant’s responsibility and final judge decisions. Chapter V will be focused on Japanese law discussions and as a comparison Japanese perspective on accountant’s civil liability to auditing companies and third parties, including debt defaulting and tort liability while also providing discussions on actual court verdicts and interpretations. Chapter VI concludes this article of which will put forward a proposal based on analysis and discussion on the difference in Taiwanese and Japanese law regime, legal and practical aspects explanation, a comprehensive comparison of the difference between the two countries at the institutional side, and if there are any values that can be used in Taiwanese corporate law.