The Seminar on "Review and Prospect of Commercial Event Trial Law" held by the Economic and Financal Center of the Law School came to a successful conclusion. Reviewing and looking forward to the establishment of my country's commercial legal system
On September 7, 2022, the Center for Economic and Financial Law of the School of Law of National Chengchi University and the Contemporary Law Journal will hold a seminar on "Review and Prospect of Trial Law of Commercial Events" at the Public Enterprise Center. On that day, many domestic scholars and practical experts were invited to report and communicate on the legal system of commercial incident trial, which is really helpful to improve the legal system of commercial incident trial in my country. In person, the meeting was broadcast live through the equipment of the Public Enterprise Center, allowing about 120 online participants to participate in this seminar.
The symposium kicked off with the speech of former Judicial Dean Prof. Lai Yingzhao. Prof. Lai started with the story of Confucius' "Two Children's Debate Day". Prof. Lai said that this story is actually a story of a lawyer. Prof. Lai mentions in his class, he often jokes with students. If he finds a textbook that does not contain many different opinions, he will invite students to lunch, but so far he has not invited students to dinner for this matter.
Professor Lai Yingzhao said that all the most authoritative teachers and lawyers in the audience today, whether in teaching, writing or litigation, will surely feel why there are many different opinions on the same legal issue, what is right and what is wrong, and whether there is a certain answer. This is probably an eternal question for lawyers. This discussion focuses on the trial law of commercial events. It is believed that the legal issues discussed can also be applied to other aspects. It is hoped that conclusions can be reached in the process of exchanges and discussions between different academics, and that legal scholars can continue to make contributions to legal science through continuous speculation.
In his speech, Lawyer Wang Chen-Huan, President of Contemporary Law Journal, mentioned that he will continue to carry forward the values of Contemporary Law Journal, and he hopes to quickly solve "contemporary" legal issues through continuous seminars and give feedback as soon as possible, and put forward practical and problem-solving methods, so that Taiwan's legal environment can be improved day by day.
The first session of the symposium was chaired by Associate Professor Zhenfeng Chou, Director of the Center for Economic and Financial Law, National Chengchi University. Professor Zhenfeng Chou mentioned that the speakers and presenters in this session are experts in the field, and they are a one-time choice in both academia and practice. I believe that today Online participants can get rich harvest. It is also hoped that with the accumulation of commercial court cases, my country's commercial laws will be improved. In response to the theme of this report, Professor Zhenfeng Chou said that in some cases, commercial courts can indeed play the role of legal reconstruction. So far, we have seen the temporary status sanction in the Koyoko case, the court said that independent directors exercised the right to convene shareholders' meetings. It cannot be done arbitrarily, and reasonable procedures within the company should be used in order to be legal.
Associate Professor Yueping Yang from the College of Law, National Taiwan University gave a report on "On the Guidance Function of Business Courts' Decision-making Procedures". Talk to. Professor Yang used the Guangyangke case as a wedge. One of the battles for management rights in my country is that independent directors or supervisors have the right to convene a shareholders' meeting to speak out. It seems that this method cannot solve the dispute quickly. Although the subsequent war between the two sides has temporarily ended, the Derivative Financial Regulatory Commission proposed a draft amendment to Article 14-4 of the Securities and Exchange Law. Here, you can see the Commercial Court The opinions expressed have a certain guiding effect on the long-term legal system. Professor Yang discusses the legal reconstruction function of my country's commercial courts for corporate decision-making. There are three potential spaces. First, what is the "fair" price? Professor Yang cited the Delaware company law as the method of fair price determination by the merger transaction price law, and further discussed the guiding function of the commercial court for the legal system of corporate decision-making; Starting from the meaning of Article 37 of Article 37 of the Rules for the Trial of Commercial Matters, the interpretation of uncertain legal concepts enables the court to re-create the law through trial; finally, it is the responsibility for misrepresentation of financial statements and related procedures, that is, the so-called "due due care, and There are legitimate reasons to be reasonably certain” means. Professor Yang believes that the Hand's formula can be used as a factor to consider "fault" by means of legal and economic analysis. In the end, Professor Yang concluded with the distinction between court law-making and legislation. However, how to balance the relationship between courts, enterprises and legal professionals in the future still needs to be developed in practice.
Professor Zhongqing Tsai briefly introduced the characteristics of my country's commercial courts, and put forward different thinking directions for the commercial court's corporate decision-making procedure.
Lawyer Huang Chaocong talked about the recent case of Elon Musk's acquisition of Twitter. From a practical point of view, he discussed the impact of my country's court decisions on corporate decision-making, such as the Securities and Exchange Law's determination of mandatory public takeovers, how companies and directors represent legal acts, etc. , Lawyer Huang pointed out that the handling of future commercial events will inevitably involve uncertain legal concepts. It is hoped that through the accumulation of the number of cases in the future, a set of predictable legal opinions can be constructed and the commercial legal system of our country can be improved.
Director Mingxun Yang shared his own practical experience. For disputes in commercial cases, what the parties expect is a quick solution. Although the current number of commercial court cases is not enough, Director Yang believes that the handling of court cases should focus on quality rather than quality. It is expected that in the future, commercial courts will try their best to implement the mandatory lawyer representation system, and make adjustments to issues such as trial content, plans and procedures, so as to prevent parties from being affected by procedural effects far more than substantive effects.
Finally, the host, Professor Zhenfeng Chou, believed that our country's commercial court system has been on the road for one year, and the function of legal re-engineering has been brought into play. He hopes to continue to enrich and improve my country's commercial legal system through the continuous accumulation of cases in the future.
The second session of the seminar was chaired by Professor Wanru Tseng, College of Law, National Taiwan University, and Professor Dawei Guo, College of Law, National Taiwan University, gave the title of "The Court's Appointment of Inspectors - From the Intellectual Property and Commercial Court's 110 Annual Shang Fei Zi No. 1 Civil Ruling". In the report, Prof. Qingping Shao from the College of Law of National Taiwan University, partner lawyer Yongqin Hsu of PricewaterhouseCoopers Law Firm, and Kunzhou Tsai of Shang Cheng Law Firm presided over the talks. Professor Guo took the ruling as the core and reviewed the provisions of Article 245 of the Company Law of our country on the selection of inspectors. First of all, let’s look at the qualifications of the claimant. If the requirements are met at the time of the claim, but if the shareholding ratio before the ruling is insufficient, is it still qualified as a claimant? Professor Guo believes that, for the purpose of protecting minority shareholders, it should be affirmed that whether a director or supervisor has the status of a shareholder at the same time can apply for an inspector in accordance with Article 245 of the Company Law. Excessively restrictive; secondly, regarding the necessity of the petition, the court did not seem to specify the meaning. Professor Guo pointed out that it should be at least to the extent that the court would have reasonable doubts. Lastly, regarding the scope of the object of the petition, the company law After the amendment in 2018, the scope of the inspection object has been expanded. In addition to the original company business and property situation, specific matters, transaction documents and records have also been added. Professor Guo also pointed out that as long as it is reasonable and necessary, for the application The company information, control or subsidiary company information before the person becomes a shareholder may also be the subject scope of the inspector's inspection.
Professor Qingping Shao compared the differences between Article 38-1 of my country's Securities and Exchange Law and Article 245 of the Company Law, and analyzed the legislative reasons for the two. The revision of Article 38-1 of the Securities and Exchange Law is in response to the World Bank's business Scoring of environmental reports, however, regarding the scope of inspection targets, Professor Shao put forward the report of the Company Law Comprehensive Amendment Committee, but whether the inspection targets should be relaxed or not is still a controversial issue. develop.
Attorney Yongqin Xu believes that my country's commercial legal system is at the level of substantive law. Public offering companies are subject to the Commercial Event Trial Law, and the elected should be consulted before the court makes a ruling. Non-public offering companies are subject to non-litigation law, and no consultation is required. people opinion. However, it is a question worth pondering whether it is necessary to carry out supervision in multiple ways. In addition, lawyer Xu responded to Professor Guo's report that it seems that there is a possibility of one case and two lawsuits for dual-identity applicants for the qualification of an examiner. In addition, lawyer Xu analyzed the advantages and disadvantages of Article 70 of the Commercial Event Trial Law, but it remains to be seen what the future law enforcement standards of commercial courts will be.
Lawyer Kunzhou Tsai analyzed the party inquiry system in Article 43 of the current Commercial Event Trial Law, which is different from the obligation to submit documents in the Civil Procedure Law. To be developed, and whether commercial courts should be bound by the Supreme Court's opinion? Lawyer Tsai explained that Delaware courts have built up their prestige through more than 200 years of cases. It seems unnecessary to respect the Supreme Court's opinion. Regarding the commercial legal system in our country, if there are professional commercial courts, it should be done through commercial courts. Make judgments to settle disputes rather than simply be bound by the Supreme Court's opinion.
The host, Professor Wanru Zeng made a brief comment on the exchange. Professor Zeng believes that the current Article 245 of the Company Law is still not detailed enough, but in order to avoid future liability lawsuits, it is still necessary for the directors to have the right to request information. The word "necessity" in the article is to balance the abuse of rights and avoid becoming an outpost in the struggle for management rights. Therefore, the emphasis should be on whether the directors have truly fulfilled their fiduciary duties, and whether the directors can apply again as shareholders Inspector, suggested that the statute could be a compromise legislation.
This seminar reviewed the legislation of the Commercial Event Trial Law, reviewed the practical opinions of my country's commercial courts, and collected opinions from various parties on emerging issues that are still in their infancy. Many disputes still need to be expressed by academics and practitioners. After September 2 Following the two seminars on September 7, I believe the distinguished guests will have a clearer understanding of the entire operation of the commercial court. Looking forward to the future of my country's commercial legal system, it will be able to exert its functions strongly, and I hope that it will continue to progress, lead my country's dispute resolution system, and become more complete and sound.