| Summary: | 碩士 === 國立雲林科技大學 === 科技法律研究所 === 100 === There were some relevant regulation about the custodian and who can be the supervisors in Article 208-1 and Article 227 of the Company Law that revised and augmented in November 12, 2001. It can maintain operations of the companies that safeguard the interests of all shareholders and the stability of the domestic economic order when the courts electes impartial third party to be the temporary managers of the companies as a result of the claims of the stakeholders.
However, it is usually sloved by settle accounts and restructuring when the companies reach an impasse, so it is common that the courts appoint the temporary managers, but it is not taken seriously in academia. Futhermore, there are not many regulations in the Company Law about the custodian that the important conditions, rights and obligations of the custodian is not clear. And recently a famous company’s operations has reached an impasse because there were different opinions or interpretations about the right of operation because the directors were nominated repeatedly, so, through the claims of the stakeholders, the court appoint the custodian that want to restore the normal operation. But according to the Article 208-1 of the Company Law, the custodian act on the chaiemen’s behalf, and they will step in a nucleus of the company that will be huge impact to the leadership of the company. However, there are not clear regulations about the important conditions, rights and obligations of the custodian in the Company Law, so we want to search the definite discussion and location of the important conditions, rights and obligations of the custodian by records and precedents.
“custodian” can be found in many current laws. For example, the Article 208-11, 108.4, 227 of the Company Law that revised and augmented in November 12, 2001, the Article 183 of the Non-litigation Law that revised and published in February 5, 2005, the Article 14 of the Business Mergers And Acquisitions Act that revised and published in May 5, 2004, the Article 62.4, 62.6 of the Bank Act that revised and published in Mat 18, 2005 and so on. But they are different about the definition and the applied timing of “Corporation”. So we want to compare and analyse the important conditions of “the custodian” in the Company Law, the Non-litigation Law and the Business Mergers and Acquisitions Act, for fear of confusing and being misapplied.
The nucleus of this text are what positions of the temporary managers are in the Company Law, what the custodian rights and obligations are, they are same with the chairman’s powers, or there is other space to expand or narrow. Finally, we want to learn from legal systems of the custodian of the Corporation Law of Delaware General to criticize and suggest to the regulation of the custodian of the Company Law in our country, and hope this will contribute to advise law in the future. This is objective and value of study in this study.
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