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|Other Titles: ||The Shadow Director and Affiliated Enterprises: Another Perspective for Analyzing the Limits to the Majority Shareholders' Power|
De Jure Director;De Facto Director;Shadow Director;Fiduciary Duty;Parent Company;Subsidiary Company;Controlling Shareholder;Wrongful Trading;Director Disqualification;Vicarious Liability
|Issue Date: ||2016-06-20 09:52:08 (UTC+8)|
The introduction of the shadow director and the de facto director in the 2012 Company Law amendment is truly a material reform in our country. The concept of a shadow director has mainly been adopted in the U.K., Australia, New Zealand and other members of the Commonwealth of Nations. If one takes a close look at the statutes and judicial decisions of the counties mentioned above, it can be seen that our rules regarding shadow directors are relatively inadequate. “A person in accordance with whose directions or instructions the directors of the company are accustomed to act” is a common definition of a shadow director, and the above-mentioned countries all endeavor to illustrate its essential conditions. Related discussions include the ontrolling power of a shadow director, the mode and range of instructions, the formation of customary operations, the range of obligations, duties and liabilities, even the debate as to when a director would become a director of any company of which his company is a director, and whether a parent company would necessarily be a shadow director of its subsidiary. In addition, in what situation the rules of a shadow director would be or would not be applied is also expressly stated in the statute. Comparatively speaking, our simple definition of a shadow director is incapable of dealing with all related problems, and therefore it will probably cause significant issues in related future, e.g., issues related to affiliated enterprises. This article provides an in-depth study of the identification, obligations, liabilities and the exceptions in relation to the shadow director and provides some advice for further amendment and explanation. The author believes that the work could serve as a useful reference for the application of the new company law.
|Relation: ||法學評論, 132,1-70頁|
Chengchi law review
|Data Type: ||article|
|DOI 連結: ||http://dx.doi.org/10.3966%2f102398202013040132001|
|Appears in Collections:||[法學評論 TSSCI] 期刊論文|
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