Contests for Corporate Control and Directors' Fiduciary Duties: Focusing on Proxy Solicitation

• Main Authors: Yu-YunHo, 何宥昀
• Other Authors: Chun-Jen Chen
• Format: Others
• Language: zh-TW
• Published: 2012
• Online Access: http://ndltd.ncl.edu.tw/handle/49287290714523106817

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