A Study of Shareholders’ Right to Nominate Directors

• Main Authors: Lee, Yun-Chin, 李昀瑾
• Other Authors: Chang, Hsin-Ti
• Format: Others
• Language: zh-TW
• Published: 2012
• Online Access: http://ndltd.ncl.edu.tw/handle/09338230378031314551

碩士 === 國立臺北大學 === 法律學系一般生組 === 100 === In 2005, the Company Law in Taiwan added new provisions so-called “Director Candidate Nomination Rule” into Article 192-1 to rule that in case a candidates nomination system is adopted by a company offering its shares to the public for election of the directors of the company, the adoption of such system shall be expressly stipulated in the Articles of Incorporation of the company; and the shareholders shall elect the directors from among the nominees listed in the roster of director candidates. However, excluding the corporate be forced to use the rule, only a few companies choose to adopt the institution. What is the cause responsible for the low utilization rate of the regulation? And what is the purpose of such details designed of the regulation? Can these designs achieve the purpose? Trying to find out the answers of these questions, this paper starts from introducing the recent developments on U.S. shareholder’s right to nominate directors, and the regulations of shareholder’s right to nominate directors on Germany. In Chapter 5, the paper tried to analysis treatises and statistics to search out the problems of the rule application in Taiwan, and find out the shareholder’s right to nominate directors on U.S. and Germany that we can learn from. Wish that the conclusion provides foundation of the legislation in Taiwan.