| Summary: | 碩士 === 中原大學 === 財經法律研究所 === 104 === For the control on the self-dealing by directors, in Taiwan, the procedure has always been centered on Article 223 of the Company Act with the supervisor trading with the directors on behalf of the company. However, both the related practice insights and academic research have different interpretations on the regulatory method. In recent years, with frequent revision of related regulations, a structural change on the control method which has been centered on supervisors has occurred. The research on the revision of the related laws of Taiwan finds that it is mostly fashioned after the U.S. laws. Therefore, this article analyzes three indicative U.S. laws-Model Business Corporation Act, Principles of Corporate Governance: Analysis and Recommendations and Delaware General Corporation Law for presenting the U.S. law governing the self-dealing by directors and reviews the controversy of the applicability of the current law of Taiwan in order to provide the insights which hold that the traditional model of the supervisor acting on behalf of the company and the model of audit by the auditors, which has been introduced into Taiwan in recent years should be distinguished from each other for implementation as the two different control models for Taiwan’s law governing the self-dealing by directors.
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