初探雙層股權結構於我國之運用--以複數表決權特別股為中心

2020 ◽  
Vol 20 (20) ◽  
pp. 71-122
Author(s):  
廖秀芯 廖秀芯

過去我國實務見解始終否認公司得發行複數表決權特別股,2015年公司法正式引進閉鎖性公司專節後,方承認閉鎖性公司得發行複數表決權特別股,更進一步,2018年修法時放寬至非公開發行之一般股份有限公司均得適用,逐步提供閉鎖性公司及非公開發行公司股權規劃上有更彈性的空間,以符合現今鬆綁管制之國際趨勢,並有利於新創事業籌集資金。本文首先介紹我國特別股規定之演進過程,並討論增訂複數表決權規定後於公司法後將發生之問題,進而介紹美國法相關制度之運作及公司實務之作法作為借鏡,最後歸納數項修正方向建議,以其複數表決制度之適用能更加完備。In the past, the opinions of the courts in Taiwan have always denied that the corporations could issue multiple voting rights shares. Until 2015, the Corporation Law in Taiwan finally amended to include “Close Corporation Section”, it was acknowledged close corporations could issue multiple voting right shares. Moreover, the rules applied to non-public corporations after the amendment of the Corporation Law in 2018, gradually providing more flexible space for the equity planning in close corporations and non-public corporations. The amendment of multiple voting right shares is also in line with the current trend of the world to ease restrictions. The article first introduces the evolution of the rules of preferred stocks, and discussed the problems that may occur after the amendment of multiple voting right shares. Furthermore, it would make a thorough inquiry into the practice of multiple voting right shares in America to conclude some suggestions for the legal system in Taiwan.

2021 ◽  
Vol 63 (4) ◽  
pp. 34-39
Author(s):  
Ngoc Hong Duong Nguyen ◽  

International franchising is booming around the world. Some people believe that franchisors expand the system internationally to meet the requirements of potential franchisees.There are also researches showing that franchisors expand their market to the world to gain profits beyond the saturated domestic market and develop their brand.Over the past years, the franchise market in Vietnam has grown rapidly with names such as McDonalds, Baskin Robbins, Pizza Hut, Burger King, Lotteria, BBQ Chicken...With a young population and people are interested in new brands, Vietnam will remain a potentially attractive destination for franchisors. Therefore, the improvement of the legal system to create an investment-attracting environment to be a prerequisite issue and needs to be done early today. In the article, the author will synthesize the provisions of Vietnamese laws governing the franchising activities of foreign enterprises, thereby giving out the issues that need giving some improvement in the current context.


2003 ◽  
Vol 9 (4) ◽  
pp. 357-370 ◽  
Author(s):  
Yoram Louzoun ◽  
Sorin Solomon ◽  
Jacob Goldenberg ◽  
David Mazursky

Economic and cultural globalization is one of the most important processes humankind has been undergoing lately. This process is assumed to be leading the world into a wealthy society with a better life. However, the current trend of globalization is not unprecedented in human history, and has had some severe consequences in the past. By applying a quantitative analysis through a microscopic representation we show that globalization, besides being unfair (with respect to wealth distribution), is also unstable and potentially dangerous as one event may lead to a collapse of the system. It is proposed that the optimal solution in controlling the unwanted aspects and enhancing the advantageous ones lies in limiting competition to large subregions, rather than making it worldwide.


Ledger ◽  
2021 ◽  
Vol 6 ◽  
Author(s):  
Kees Leune ◽  
Jai Punjwani

Voting is one of the most fundamental aspects of democracy. Over the past few decades, voting methods around the world have expanded from traditional paper ballot systems to electronic voting (e-voting), in which votes are written directly to computer memory. Like any computer system, voting machines are susceptible to technical vulnerabilities that open up opportunities for hackers to tamper with votes, causing the use of electronic voting technology to raise concerns about ballot security. We describe how electronic voting can be supported by blockchain technology to ensure voter secrecy, vote correctness, and equal voting rights. In this paper, we present a system using two separate blockchains, each with separate transactions and consensus algorithms. We describe a prototype implementation that validates our ideas by executing several proof-of-concept simulations of a range of voting scenarios.


2008 ◽  
Vol 9 (6) ◽  
pp. 771-798 ◽  
Author(s):  
Jeffrey B. Hall

Over the past 60 years the German Basic Law has become one of the most influential constitutional systems in the world. According to some commentators, the German model rivals even U.S. constitutionalism as the preeminent legal system in the world. This state of affairs is apparent in the dozens of states across Europe and Latin America that have adopted the German model.


2015 ◽  
Vol 37 (6) ◽  
pp. 535 ◽  
Author(s):  
F. Chaney

The importance of the rangelands, economically, environmentally, and culturally to Australia, is highlighted. Australians need to be more aware of and appreciate new ways of working in pastoralism, environmental management, with Indigenous communities and mining that point the way to better social, economic, cultural and environmental outcomes. Optimism about the future role of the rangelands stems from the changes in Australia that have occurred over the past 50 years, from a country that was legally and socially segregated. Changes started with advocacy of voting rights for Indigenous people in 1961 and continued with the establishment of Aboriginal legal services, the setting up of the National Native Title Tribunal and native title representative bodies, and the founding of Reconciliation Australia. Changes have occurred because people have tried to make things better, not just for themselves but for Australia. Leadership and tireless action from Indigenous people and non-Indigenous collaborators have been powerful forces for change. However, governments continue to often fail those who live and work in areas that are distant from cities. Change needs to continue and everyone who cares about rangelands has a role, in different ways, to nudge the world of the rangelands to a better place.


2006 ◽  
Vol 20 (4) ◽  
pp. 477-503 ◽  
Author(s):  
Martin S. Flaherty

For at least the past several decades, judges around the world have been looking beyond their own states' jurisprudence to international law and the decisions of foreign courts in order to apply domestic law. This widespread practice is part of a phenomenon that Anne-Marie Slaughter calls “judicial globalization.” The American judiciary, however, has exhibited a distinct diffidence toward the use of comparative and international law to decide domestic cases, a diffidence that extends to many elected officials as well… .Various defenses of the Supreme Court's reliance on international and comparative sources have been made, not least by some of the Supreme Court justices themselves. None of the defenses, however, have met the democratic objections head-on. Instead, justifications have mainly defended the general utility of referencing additional sources rather than the specific legitimacy of referencing sources from outside the U.S. legal system. The defenses to date fall short for at least two sets of reasons. They fail to grapple with legitimate concerns about the practice. In consequence, they offer no reasons for those opposed to this practice to reconsider their resistance.


Author(s):  
John Mansfield

Advances in camera technology and digital instrument control have meant that in modern microscopy, the image that was, in the past, typically recorded on a piece of film is now recorded directly into a computer. The transfer of the analog image seen in the microscope to the digitized picture in the computer does not mean, however, that the problems associated with recording images, analyzing them, and preparing them for publication, have all miraculously been solved. The steps involved in the recording an image to film remain largely intact in the digital world. The image is recorded, prepared for measurement in some way, analyzed, and then prepared for presentation.Digital image acquisition schemes are largely the realm of the microscope manufacturers, however, there are also a multitude of “homemade” acquisition systems in microscope laboratories around the world. It is not the mission of this tutorial to deal with the various acquisition systems, but rather to introduce the novice user to rudimentary image processing and measurement.


This paper critically analyzes the symbolic use of rain in A Farewell to Arms (1929). The researcher has applied the Sapir-Whorf Hypothesis as a research tool for the analysis of the text. This hypothesis argues that the languages spoken by a person determine how one observes this world and that the peculiarities encoded in each language are all different from one another. It affirms that speakers of different languages reflect the world in pretty different ways. Hemingway’s symbolic use of rain in A Farewell to Arms (1929) is denotative, connotative, and ironical. The narrator and protagonist, Frederick Henry symbolically embodies his own perceptions about the world around him. He time and again talks about rain when something embarrassing is about to ensue like disease, injury, arrest, retreat, defeat, escape, and even death. Secondly, Hemingway has connotatively used rain as a cleansing agent for washing the past memories out of his mind. Finally, the author has ironically used rain as a symbol when Henry insists on his love with Catherine Barkley while the latter being afraid of the rain finds herself dead in it.


The Eye ◽  
2019 ◽  
Vol 21 (128) ◽  
pp. 19-22
Author(s):  
Gregory DeNaeyer

The world-wide use of scleral contact lenses has dramatically increased over the past 10 year and has changed the way that we manage patients with corneal irregularity. Successfully fitting them can be challenging especially for eyes that have significant asymmetries of the cornea or sclera. The future of scleral lens fitting is utilizing corneo-scleral topography to accurately measure the anterior ocular surface and then using software to design lenses that identically match the scleral surface and evenly vault the cornea. This process allows the practitioner to efficiently fit a customized scleral lens that successfully provides the patient with comfortable wear and improved vision.


Author(s):  
Seva Gunitsky

Over the past century, democracy spread around the world in turbulent bursts of change, sweeping across national borders in dramatic cascades of revolution and reform. This book offers a new global-oriented explanation for this wavelike spread and retreat—not only of democracy but also of its twentieth-century rivals, fascism, and communism. The book argues that waves of regime change are driven by the aftermath of cataclysmic disruptions to the international system. These hegemonic shocks, marked by the sudden rise and fall of great powers, have been essential and often-neglected drivers of domestic transformations. Though rare and fleeting, they not only repeatedly alter the global hierarchy of powerful states but also create unique and powerful opportunities for sweeping national reforms—by triggering military impositions, swiftly changing the incentives of domestic actors, or transforming the basis of political legitimacy itself. As a result, the evolution of modern regimes cannot be fully understood without examining the consequences of clashes between great powers, which repeatedly—and often unsuccessfully—sought to cajole, inspire, and intimidate other states into joining their camps.


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