| 摘要: | 公司的股份賦予股東一定的權利與義務，早期股東行動主義是以參與目標公司的政策事務為主要目標，股東行動主義可分類為三類﹕第一類是藉由買進股票或者是賣出股票，來表示對於目標公司績效的認同度，稱之為「交易股東」；第二類是藉由目標公司用語言表達的觀點，主要著重在影響公司的決策來取得少數控制權，稱之為「行動主義大股東」；第三類就是利用敵意的收購，藉以取得公司經營的控制權。在我國公司法中設置了股東表決權、候選人提名權、股東提案權、股東會召集權以及選舉權等。
隨著時代的演進，股東的身分也發生了逐漸的轉變，除了本身是目標公司投資者的角色，也同時被賦予監督者的角色，並且在經營權爭奪也是不可或缺的重要角色。在經營權爭奪中，公司派常常會利用在股東會所謂的地利之便，也就是利用股東會程序來加以阻擋市場派的攻擊手段，不論是在於股東會召集程序違法、選任或解任董事及監察人程序違法，又或者是委託書徵求、剔除候選人及表決權，又或者是提起法律訴訟以及非不得已運用假處分等，大部分的爭議都在股東會上上演。本研究從股東會制度的主要法律規範談起，並由經營權爭奪常見之法律爭議的案例分析，藉由案例分析整理出法律爭議與我國現行法制的規範；另一方面，藉由美國法之相關法規範整理，藉此來比較我國與美國分別的法律規範，最後於研究範圍內，統合整理出研究之結果，並得出結論與建議。
In the early days, shareholder activism was mainly aimed at participating in the policy affairs of the target company. Shareholder activism can be categorised into three types: the first type is to buy or sell shares to show recognition of the performance of the target company, which is called "trading shareholders"; the second type is to acquire minority control by using the target company's viewpoints, which are expressed in words, and which are mainly aimed at influencing the decision-making of the company, which is called "activist majority shareholders"; and the third type is to use hostile takeovers to gain control of the company's operations. The second type is to obtain minority control by influencing the decision-making of the company through the views expressed in the language of the target company, which is called "activist majority shareholder"; and the third type is to use hostile takeovers to obtain control of the company's operations. The Company Law in China provides for the right of shareholders to vote, the right to nominate candidates, the right to make proposals, the right to convene shareholders' meetings, and the right to elect shareholders.
With the evolution of the times, the identity of shareholders has gradually changed. In addition to their role as investors in the target company, they are also given the role of supervisors and play an important and indispensable role in the competition for management rights. In the competition for management rights, the corporate faction will often take advantage of the so-called advantage of the shareholders' meeting, that is to say, use the procedures of the shareholders' meeting to block the market faction's means of attack, no matter whether it is in the convening procedures of the shareholders' meeting are unlawful, the procedures for the election or dismissal of the directors and the supervisors are unlawful, or the proxy solicitation, the elimination of candidates and the right to vote, or the initiation of legal proceedings and the use of pseudo-penalties, etc., the majority of disputes are staged in the shareholders' meeting. Most of the disputes are played out in the shareholders' meeting. This study starts from the main legal regulations of the shareholders' meeting system, and analyses the case studies of the common legal disputes of the management right disputes to sort out the legal disputes and the regulations of the existing legal system of Taiwan; on the other hand, it compares the legal regulations of Taiwan and the United States by compiling the relevant legal regulations of the United States law, and then, within the scope of the study, it consolidates and compiles the results of the study, and comes up with the conclusions and recommendations. |
