The Study of the Protection of Preferred Shareholders’ Rights

• Main Authors: Yi-Han Wu, 吳逸涵
• Other Authors: Wang-Ruu Tseng
• Format: Others
• Language: zh-TW
• Published: 2019
• Online Access: http://ndltd.ncl.edu.tw/handle/36hs29

碩士 === 國立臺灣大學 === 法律學研究所 === 107 === In recent amendments to Taiwan Company Act, companies are given more flexibility and creativity on the issue of special shares. Though the increase in the issue of special shares can be envisaged, the protection of special shareholders’ rights has always been neglected in Taiwan. Special shares are hybrid instruments that bear the features of both equity and debt. The conflicts between special shareholders, especially preferred shareholders, and different classes of shareholders are common in companies. Therefore, their legal status and protection of legal rights should be considered differently from those of common shares. This Thesis analyzes the protection of preferred shareholders’ rights in two parts: Protection ex ante and protection ex post. Protection ex ante focuses on preferred stock contract. In order to secure comprehensive protection during negotiations, investors should pay more attention to courts’ interpretation of preferred stock contracts and effects of different legal documents which stipulate the rights of preferred shares. Protection ex ante involves the unjust variation of preferred shareholders’ rights. Considering that the issue of special shares is to be further explored in Taiwan, this Thesis resorts to law, cases, and discussions in the U.K. and the U.S. I conclude that both courts and investors should deepen their understanding of the characteristics of special shares and the conflicts between different classes of shareholders.