Inc. Of Controlling Shareholders Obligations Study

The protection of shareholders'rights is one of the important issues in corporate governance. Within any series of a class, all shares should cany the same rights. All investors should be able to obtain information about the rights attached to all series and classes of shares before they purchase. Any changes in voting rights should be subject to approval by those classes of shares which are negatively affected. Minority shareholders should be protected from abusive actions by, or in the interest of, controlling shareholders acting either directly or indirectly, and should have effective means of redress. Votes should be cast by custodians or nominees in a manner agreed upon with the beneficial owner of the shares. Impediments to cross border voting should be eliminated. Processes and procedures for general shareholder meetings should allow for equitable treatment of all shareholders. Company procedures should not make it unduly difficult or expensive to cast votes. Insider trading and abusive self-dealing should be prohibited. Members of the board and key executives should be required to disclose to the board whether they, directly, indirectly or on behalf of third parties, have a material interest in any transaction or matter directly affecting the corporation.But, for our existing laws, the protection of minor shareholders are lack of more detailed and specific standards, and thus a variety of special forms of abuse is difficult to be placed under the Specification. Fortunately, the foreign extensive legal practice has provided us with enough experience to learn from. For instance, "the obligation of fair dealing", "the using of company property, the using of material non-public information or its status of the company" and "access to corporate opportunity" in American Law, the "conflict of interest transaction" rules and regulations under German law, and the "the affiliated enterprises", "information disclosure " under the Taiwan law, and the author tries to get the useful experiences of their legislation and judicial practice.As a conclusion, the research result will be the implementation of legal policy of protection on shareholders'rights and furthermore, a review on the legal policy and the problems encountered during planning will be made and hopefully, it will be helpful on the institution and implementation on the regulation of shareholders'rights of controlling company.