- 英文摘要
- Based on current laws, this article explores possible sets of causes of
action for breach of fiduciary duty. Starting from the clarification with
respect to the parties of fiduciary duty, this article indicates the obligor of
fiduciary duty could be the director, officer or controlling shareholder, with
different contents of fiduciary duty to be complied with. On the other hand,
the obligee of fiduciary duty includes the corporation and the shareholder,
the former of which is the direct party to be served and the latter the indirect
party. Based on the aforementioned, this article further applies the
provisions in the Company Act and Civil Code to construct the available
sets of cause of action for the corporation and the shareholder against the
director, officer and controlling shareholder, showing that the cause of
action for the corporation is complete after the amendment of Article 23,
Paragraph 1 and Article 8, Paragraph 3 of the Company Act. The
shareholder’s cause of action available is relatively vague, but it could be
solved through interpretation of relevant provisions. However, the
relationship of the liability among different fiduciaries varies with the
different causes of action claimed, which is to be solved by further
development of the joint liability theory in the Civil Code.
- 目次
- 壹、前言
貳、受託義務之當事人
一、義務人
（一）董事及經理人
（二）控制股東
二、權利人
參、受託義務違反之追償
一、公司作為請求主體
（一）公司法規定
（二）民法規定
二、股東作為請求主體
（一）股東直接訴權之判斷
（二）公司法與民法規定
（三）混合模式：利益第三人契約
肆、結論
