Practical Analysis of Company Act
Author: Kevin Chang
This book is based on the latest Company Act (promulgated on August 1, 2018) and is written in a textbook format. It first cites the legal provisions, then presents the legislative rationale, and organizes the interpretations and judgments to provide a systematic introduction and explanation of the structure and practical operation of the Company Act. For beginners, it helps to understand the Company Act and the related disputes. Furthermore, administrative interpretations are extremely important in Company Act and have been increasingly emphasized in national examinations. Therefore, for business owners, this book enhances familiarity with the regulations regarding the operations of boards of directors and shareholders' meetings, understanding the functions of directors and supervisors, and enhancing corporate governance. For practitioners, it offers quick access to and understanding of the important contents of various laws and administrative interpretations. For those aiming to take exams, this book provides efficient preparation, leading to great results. Given the uniformity of laws, thinking about legal issues often requires cross-domain consideration, taking into account their relationships, pros, and cons. Although this book starts from Company Act it also touches on civil law, securities regulations, and other areas, hoping that readers can integrate their knowledge and think thoroughly about relevant issues.
Chapter 1: General Principles
Introduction to Companies
Types of Companies
Establishment of Companies
Company Capacity
Restrictions on Company Activities
Company Supervision
Company Officers and Managers
Company Dissolution
Chapter 2: Shares and Capital
Overview of Shares and Capital
Establishment of a Company
Shares of a Company Limited by Shares
Capital Contributions of a Company Limited by Shares
Issuance of Stocks
Preferred Shares
Transfer of Shares
Cancellation of Shares
Chapter 3: Shareholders’ Meeting
Convening Shareholders’ Meetings
Shareholder Proposal Rights and Meeting Agenda Items
Proxy Voting Rights
Special Methods of Meeting Procedure and Voting
Arrangement, Restriction, and Calculation of Voting Rights
Shareholders’ Meeting
Defects in Shareholders' Meeting Resolutions
Chapter 4: Directors, Board of Directors, and Supervisors
Directors
Board of Directors
Chairman, Vice President, Executive Directors, and Temporary Managers
Supervisors
Chapter 5: Accounting of Company Limited by Shares
Accounting Books
Reserves
Distribution of Profits
Loss Compensation
Mid-Year Profit Distribution or Loss Allocation
Chapter 6: Issuance of New Shares and Corporate Bonds
Issuance of New Shares
Corporate Bonds
Chapter 7: Corporate Reorganization
Overview of Corporate Reorganization
Procedures and Process of Corporate Reorganization
Reorganization Creditor’s Rights, Debts, and Shareholder Rights
Reorganization Managers, Supervisors, and Creditor Meetings
Reorganization Plan
Completion of Reorganization
Termination of Reorganization
Chapter 8: Liquidation of Company Limited by Shares
Concept of Liquidation
Ordinary Liquidation
Special Liquidation
Chapter 9: Close Company
Overview
Definition of Close Company
Contributions, No-Par Value Shares, and Preferred Shares
Corporate Bodies of Close Company
Profit and Loss, Corporate Bonds, and Issuance of New Shares
Corporate Type Conversion
Chapter 10: Corporate Mergers and Acquisitions
Overview of Corporate Mergers and Acquisitions
Mergers
Asset Acquisitions
Share Acquisitions
Divisions
Share Buyout Rights
Chapter 11: Affiliated Companies
Overview
Protection of Interests of Subsidiary Companies
Information Disclosure and Voting Rights Restrictions
Future Prospects
References