A Study on the Way for Corporate Governance of Non-Public Companies in Taiwan — View from the Construction of Legal System and Operations of Practice

• Main Authors: Chi-Chen Huang, 黃琪禎
• Other Authors: 曾宛如
• Format: Others
• Language: zh-TW
• Published: 2018
• Online Access: http://ndltd.ncl.edu.tw/handle/qrnxhr

碩士 === 國立臺灣大學 === 法律學研究所 === 107 === Non-public companies make a major contribution to global economic growth and employment. However, the corporate governance needs of these companies have been relatively neglected by governance experts as well as by policy-makers. In particular, the discussions about corporate governance in Taiwan are primarily aimed at public rather than non-public enterprises. Of Taiwan’s 660 thousands registered companies, around 99% are not listed on tradable equity markets, and the vast majority are small-and-medium-sized, start-up, family-owned or closely held companies, of which the governance frameworks and challenges are way different from (those of the public ones.) their counterparts’. Given that their large numbers and economic importance, highlighting the specific governance issues of non-public enterprises and improving the corporate governance of such companies are not only vital but also necessary. As the thesis points out, non-public companies in Taiwan are suffering from lots of governance difficulties such as inadequate flexibility of organization law system, restricted autonomy, ineffective supervision mechanism, severe challenges of financing, and the lack of the corporate governance guidance. Therefore, in order to alleviate the problems above, this thesis learns lessons from the legal systems and the governance frameworks of the U.K. private companies and the U.S. closely held companies, making references to their regulations, academic views and judicial cases, and compares them to the contemporary governance situation of non-public companies in Taiwan for the purpose of review and critique. In the end, by taking reference to the related developments under comparative laws, this thesis suggests to integrate currently multiple categories of companies into one organization, and to rebuild the framework of legal system to recognize the non-public company as general rule, providing flexibility for the law and make it easier for most non-public companies to understand and use. Then, it is also suggested that the boundaries concerning the contents of internal contracts as well as the remedy measures should be established while granting such companies sufficient room for self-government. With respect to supervisory mechanisms, this thesis suggests to divide the revisions progress into short-term goals and long-term plans, beginning with the adoption of independent directors and then ending up with rights to make choices between two alternatives. As for corporate transparency, this thesis on the one hand comments on the auditing and certifying standards set out in Article 20, Paragraph 2 of the Company Act and suggests to take the “economic size” into consideration in determining the appropriate degree of public financial disclosure by a non-public company, while on the other hand introduces the official public records website in UK, The Gazette, to propose suggestions for improvement of Taiwan’s online platform of companies or businesses information. Furthermore, the thesis lists a number of reasons why non-public companies in Taiwan should specifically concern themselves with governance principles, and suggests that the implementation of a corporate governance guidance should also take account of the firm’s objectives concerning its own development. Lastly, a comprehensive review on the 2017 Company Law Reform Bill is also been made in the thesis. Based on the above analysis, it is anticipated that both on the regulation and practice level, this thesis could establish feasible ways for improving the corporate governance of non-public companies, so as to provide further contribution to Taiwan’s company laws.