회사지배구조에 관한 대만 회사법상 개정 -실질적 이사를 중심으로-

Before the amendment to the Company Act (the “CA”) of Taiwan,directors are responsible persons of a company in accordance withArticle 8 of the CA, and the de jure director is a person elected throughlegal procedures. The responsibilities of the so-called“de facto directors”and “shadow directors” were not specifically regulated. Therefore, aperson, who is not appointed as a director, having similar operationalpower or privilege as a director is quite common in current practice. And,there are legal loopholes regarding corporate governance needed to besupplemented. The CA of Taiwan was amended on January 4, 2012. Paragraph 3, Article 8 of the newly amended CA provides that: “For acompany whose shares have been issued in public, a non-director who defacto conducts business of a director or de facto controls over themanagement of the personnel, financial or business operation of thecompany and de facto instructs a director to conduct business shall beliable for the civil, criminal and administrative liabilities as a director inthis Act, provided, however, that such liabilities shall not apply to aninstruction of the government to the director appointed by thegovernment for the purposes of economic development, promotion of social stability, or other circumstances which can promote publicinterests.” It is a milestone of the company legislations for introducingregulations governing shadow directors and de facto directors. However,it needs further clarification for the definition, application and theresponsibility scope of de facto directors and shadow directors before thecourts and regulators having enough experience and cases. For suchissues, the verdicts and latest regulations governing shadow directors andde facto directors. However, it needs further clarification for thedefinition, application and the responsibility scope of de facto directorsand shadow directors before the courts and regulators having enoughexperience and cases. For such issues, the verdicts and latest regulationsunder England legislations existed for along period may provide certaininspiration. This thesis will provide the preliminary explanation of thenew regulations and advice for the derivative problems after introducingsuch regulations.