Contests for Corporate Control and Directors' Fiduciary Duties: Focusing on Proxy Solicitation
碩士 === 國立成功大學 === 法律學系 === 100 === Abstract Due to the scandals of corporations in Taiwan and the United States in these years, it becomes more important to know how to balance between monitoring mechanism and efficiency. And that’s why the concept of “corporation governance“ is well discussed all o...
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ndltd-TW-100NCKU51940272015-10-13T21:38:03Z http://ndltd.ncl.edu.tw/handle/49287290714523106817 Contests for Corporate Control and Directors' Fiduciary Duties: Focusing on Proxy Solicitation 公司經營權爭奪與董事忠實義務 - 以委託書徵求為中心 Yu-YunHo 何宥昀 碩士 國立成功大學 法律學系 100 Abstract Due to the scandals of corporations in Taiwan and the United States in these years, it becomes more important to know how to balance between monitoring mechanism and efficiency. And that’s why the concept of “corporation governance“ is well discussed all over the world. In the United States, One usually takes over the corporation by tender offer; however, one in Taiwan uses tender offer as well, but other than that, proxy is another way to get to the same purpose. By the use of proxy, in the good way, one could replace the improper incumbents; but on the other, one could also abuse the power of proxy, and do harm to the corporation. Prof. Loss said that “Unregulated, it is an open invitation to self-perpetuation and irresponsibility of management. Properly circumscribed, it may well turn out to be the salvation of the modern corporate system.”, therefore how to regulate the use of proxy becomes a major issue which needs to be discussed. The use of proxy is quite often In Taiwan, but the regulation still has some improvement to be done, such as the neutral of proxy rules, the shareholder list, and the expense of proxy solicitation. Therefore by introducing the regulation in the United States, we will know which concepts could be improved in Taiwan, and can also look into the fiduciary duty of directors at the same time. Last by these real cases happened in Taiwan, we can apply the theory mentioned above in order to examine the possibility of applying same rule. Keywords: corporation governance, tender offer, proxy system, regulations of proxies, shareholder’s list, souvenir of shareholders’ meeting, expense of proxy solicitation, fiduciary duty Chun-Jen Chen 陳俊仁 2012 學位論文 ; thesis 168 zh-TW |
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碩士 === 國立成功大學 === 法律學系 === 100 === Abstract
Due to the scandals of corporations in Taiwan and the United States in these years, it becomes more important to know how to balance between monitoring mechanism and efficiency. And that’s why the concept of “corporation governance“ is well discussed all over the world. In the United States, One usually takes over the corporation by tender offer; however, one in Taiwan uses tender offer as well, but other than that, proxy is another way to get to the same purpose. By the use of proxy, in the good way, one could replace the improper incumbents; but on the other, one could also abuse the power of proxy, and do harm to the corporation. Prof. Loss said that “Unregulated, it is an open invitation to self-perpetuation and irresponsibility of management. Properly circumscribed, it may well turn out to be the salvation of the modern corporate system.”, therefore how to regulate the use of proxy becomes a major issue which needs to be discussed.
The use of proxy is quite often In Taiwan, but the regulation still has some improvement to be done, such as the neutral of proxy rules, the shareholder list, and the expense of proxy solicitation. Therefore by introducing the regulation in the United States, we will know which concepts could be improved in Taiwan, and can also look into the fiduciary duty of directors at the same time. Last by these real cases happened in Taiwan, we can apply the theory mentioned above in order to examine the possibility of applying same rule.
Keywords: corporation governance, tender offer, proxy system, regulations of proxies, shareholder’s list, souvenir of shareholders’ meeting, expense of proxy solicitation, fiduciary duty
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author2 |
Chun-Jen Chen |
author_facet |
Chun-Jen Chen Yu-YunHo 何宥昀 |
author |
Yu-YunHo 何宥昀 |
spellingShingle |
Yu-YunHo 何宥昀 Contests for Corporate Control and Directors' Fiduciary Duties: Focusing on Proxy Solicitation |
author_sort |
Yu-YunHo |
title |
Contests for Corporate Control and Directors' Fiduciary Duties: Focusing on Proxy Solicitation |
title_short |
Contests for Corporate Control and Directors' Fiduciary Duties: Focusing on Proxy Solicitation |
title_full |
Contests for Corporate Control and Directors' Fiduciary Duties: Focusing on Proxy Solicitation |
title_fullStr |
Contests for Corporate Control and Directors' Fiduciary Duties: Focusing on Proxy Solicitation |
title_full_unstemmed |
Contests for Corporate Control and Directors' Fiduciary Duties: Focusing on Proxy Solicitation |
title_sort |
contests for corporate control and directors' fiduciary duties: focusing on proxy solicitation |
publishDate |
2012 |
url |
http://ndltd.ncl.edu.tw/handle/49287290714523106817 |
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