|關 鍵 詞：
||公司法2009 年修正重點有三：引進企業肥貓條款、廢除法定最低實收資本額及配合民法禁治產制度之改革而為之文字調整。若追溯至近年之重要修正，則2005 年之修法不容小覷，蓋其引進少數股東提案權及董事候選人提名制度。
證交法於2009 年並無重要修法，反而2006 年該次之修正值得一書。不論是改善財報之品質、強化公司治理、加重不實財報之民事責任或改進市場不法行為之構成要件，對於資本市場法制均產生深遠之影響。
||the minimum subscribed share capital；fat cat；shareholder proposals；shareholder director nominations；extemporary motion；fiduciary duty；removal of directors；misrepresentation；insider dealing；market manipulation
||The 2009 Company Law amendments are centered on three issues: the introduction of a “fat cat” clause, the abolishment of minimum subscribed share capital and the wording adjustments to match the changes in the Civil Code. Looking back upon the 2005 amendments, several amendments are worth mentioning, for example, the introduction of the shareholder proposals and shareholder director nominations.
As regards the case development, four aspects deserve further examination: the operation of the general meeting, the directors’ fiduciary duty, the removal of directors and the utilization of injunctions. According to the Company Law, any proposal to amend the company’s articles of association must be recorded in the meeting agenda in advance. However, whether the provisions proposed to be amended should be included in the meeting notice simultaneously is arguable. The Supreme Court seems to make its final decision that no detailed information related to the amended clauses should be disclosed before the meeting. Such a development worries scholars as it provides the incumbent directors with the possibility of manipulating the general meeting.
On the other hand, the court, when judging the directors’ breach of duty of care, is inclined to consider that the board is responsible for the establishment and maintenance of the internal control system rather than being in charge of the day-to-day operations. Although the judiciary is more pragmatic, it is yet appreciative of the essence of fiduciary duty.
There were no important developments in securities regulation in 2009, compared with the 2006 amendments. Both in regard to insider dealing and market manipulation, the judiciary did not produce any new rules or clarify the existing problems. Nonetheless, the judgment delivered by the Supreme Court opined that the accounting and auditing rules are statutory provisions enacted for the protection of others. This will undoubtedly nullify the damages provisions in the Securities and Exchange Act and should be strongly criticized.