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Practical Analysis of Company Act

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