Best Corporate Governance Lawyers in Taiwan

About Corporate Governance Law in Taiwan

Corporate governance in Taiwan refers to the system by which companies are directed, managed, and controlled. It defines the framework for decision-making, accountability, and business transparency within organizations, particularly corporations. The purpose of corporate governance laws is to foster responsible management, protect shareholder interests, ensure regulatory compliance, and improve corporate performance. In Taiwan, corporate governance has seen significant development, especially with the rise of multinational business activities and foreign investment. Both public and private companies must comply with legal standards established by Taiwan's legislative bodies and regulatory agencies.

Why You May Need a Lawyer

A corporate governance lawyer can offer invaluable assistance in a variety of situations. Common scenarios where legal help is necessary include:

• Drafting and reviewing articles of incorporation, bylaws, and other foundational documents
• Advising on board of directors' duties and decision-making processes
• Navigating shareholder disputes or issues involving minority rights
• Ensuring regulatory compliance with the Taiwan Stock Exchange and Financial Supervisory Commission (FSC)
• Responding to regulatory investigations or government inquiries
• Establishing or maintaining effective internal controls and risk management procedures
• Guiding companies through mergers, acquisitions, and reorganizations
• Providing counsel on executive compensation and corporate disclosures
• Improving transparency and reporting obligations

Having specialized legal guidance helps organizations avoid potential legal pitfalls, remain compliant with evolving laws, and maintain trust with stakeholders.

Local Laws Overview

Corporate governance in Taiwan is mainly governed by several key statutes and codes, including:

• Company Act - Sets out the foundation for corporate formation, management, director and supervisor responsibilities, and shareholder rights.
• Securities and Exchange Act - Regulates public companies, requiring periodic disclosures, fair dealing, and investor protection mechanisms.
• Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies - Provides best practices for listed companies, though not strictly mandatory, and encourages higher governance standards.
• Financial Supervisory Commission (FSC) Regulations - Enforces implementation of company law and securities law, issues guidelines, and oversees corporate conduct.

Key aspects to consider include:

• Board Structure: Local laws generally require a board of directors and (for some company types) a board of supervisors or audit committees.
• Duties of Directors and Supervisors: Fiduciary duties, loyalty, and the duty of care must be observed.
• Shareholder Rights: Shareholders are entitled to participate in major decisions via annual meetings and have rights to bring derivative suits in some cases.
• Transparency and Disclosure: Stringent requirements for accurate and timely disclosure of financial and operational information, especially for listed companies.
• Internal Controls: Publicly traded firms are required to establish and maintain comprehensive internal controls and risk management frameworks.

Non-compliance can result in administrative penalties, civil liability, director/supervisor disqualification, or even criminal charges.

Frequently Asked Questions

What is the purpose of corporate governance law in Taiwan?

It establishes rules and procedures to ensure responsible management, accountability, and transparency within companies, while protecting the interests of shareholders and stakeholders.

Who enforces corporate governance regulations in Taiwan?

The Financial Supervisory Commission (FSC), Taiwan Stock Exchange (TWSE), and Taipei Exchange (TPEx) are the main regulatory bodies involved in oversight and enforcement.

Are corporate governance laws the same for all types of companies?

No, corporate governance laws vary depending on whether a company is privately held or publicly listed. Public companies face stricter requirements regarding disclosures and board practices.

Do companies in Taiwan need to establish an audit committee?

Publicly listed companies are required to set up an audit committee or have a board of supervisors to enhance oversight and risk management.

What duties do directors owe to the company?

Directors have a fiduciary duty, must act in good faith, avoid conflicts of interest, and uphold the duty of care in managing company affairs.

How are shareholder rights protected under Taiwan law?

Shareholders have the right to vote at meetings, request information, initiate derivative actions, and receive dividends as declared.

What happens if a company fails to follow governance laws?

Possible consequences include fines, administrative sanctions, personal liability for directors or officers, criminal prosecution in severe cases, and reputational damage.

Are there mandatory disclosure requirements for companies?

Yes, especially for listed companies. Required disclosures include financial statements, annual reports, board resolutions, and information about related-party transactions.

Can foreign investors serve as directors of Taiwanese companies?

Yes, foreign nationals can serve on company boards subject to legal eligibility requirements, but some industry restrictions or additional formalities may apply.

What is the role of the corporate governance "best practice principles"?

While not legally binding, these principles encourage higher governance standards and transparency for companies listed on TWSE and TPEx, often influencing company policies and regulator expectations.

Additional Resources

Individuals or businesses seeking more information on corporate governance in Taiwan may find the following resources helpful:

• Financial Supervisory Commission (FSC) - The main regulatory agency responsible for supervision of financial markets and corporate compliance.
• Taiwan Stock Exchange (TWSE) - Offers corporate governance guidelines, educational resources, and public company disclosures.
• Ministry of Economic Affairs (MOEA) - Provides guidance on company registration and the implementation of the Company Act.
• Chinese National Association of Industry and Commerce, Taiwan (CNAIC) - Offers business community perspectives on governance trends and legal updates.
• Corporate Governance Association of Taiwan - A professional non-governmental organization focusing on best practices and advocacy.
• Legal aid foundations specializing in company and securities law.

Next Steps

If you need help with corporate governance matters in Taiwan, start by identifying your specific issue or concern. Gather all relevant company documents, correspondence, and records. Consult a corporate governance lawyer with experience in Taiwan's business laws to review your situation, explain your rights, and help you navigate legal requirements. Consider reaching out to the above resources or contacting your industry association for additional support. A knowledgeable legal professional can safeguard your interests, ensure compliance, and help your business thrive in Taiwan's regulatory environment.