- 英文摘要
- This article examines the relationship between two minority shareholder protection mechanisms under Taiwanese corporate law-the action for rescission of shareholders’ resolutions and the appraisal right of dissenting shareholders-through an analysis of Supreme Court Civil Judgment No. 2646 (2023). It further explores the appraisal right under the Business Mergers and Acquisitions Act and critically evaluates the prevailing judicial approach that treats the two remedies as mutually exclusive. Such an interpretation creates a perverse incentive: shareholders may feel compelled to initiate rescission actions prematurely simply to preserve their litigation rights, while companies may effectively extinguish shareholders’ rights to challenge corporate resolutions merely by paying the purchase price for their shares. Consequently, the balance that the minority shareholder protection framework is designed to maintain is undermined.
This article argues that the two remedies serve fundamentally different legal functions and should not be treated as substitutes. A rescission action safeguards the procedural legitimacy and legality of corporate decision-making, whereas the appraisal right provides an exit mechanism that compensates dissenting shareholders through fair valuation of their shares. In the context of mergers and acquisitions, however, these underlying objectives may not be fully realized in practice. Insufficient disclosure of material transaction information, together with the absence of clear standards governing audit committee review, creates a disconnect between formal procedural compliance and substantive fairness. As a result, shareholders who choose to exit the company may still fail to receive truly fair compensation for their shares.
In light of these concerns, this article proposes reforms aimed at improving the coherence of Taiwan’s minority shareholder protection regime. These include reconsidering the application of the statutory dissent requirement, clarifying when shareholder status is deemed extinguished, strengthening disclosure obligations in M&A transactions, and enhancing the rigor of judicial and procedural review. Through these reforms, the article seeks to establish a more comprehensive, coherent, and effective framework for protecting minority shareholders while maintaining an appropriate balance between corporate autonomy and shareholders’ rights.
- 目次
- 壹、問題緣起
貳、現行法制內涵：股東會決議撤銷訴訟之適用與疑義
一、股東會決議瑕疵之類型
二、公司法第189條規範之分析
三、公司法第189條規範之缺失
四、小結
參、從程序到實體：檢視我國異議股東股份收買請求權制度
一、異議股東股份收買請求權制度與企業併購法的重合
二、少數股東保護與併購交易風險
三、小結
肆、撤銷股東會決議與股份收買請求權的調和與界線
伍、結語
