一、绪论就台湾“公司法”所设计之股份有限公司的架构观察,多数决原理(the MajorityRule)主宰股东会之意思形成似乎已是不可避免的宿命。即使“公司法”第163条第1项宣示股份自由转让之原则,再佐以华尔街规则(Wall Street Rule)(用脚投票),昭示着少数股东在表决战场上挫败后,可以卖出持股离开公司,但此并无法完全解决问题。即使是公开发行之股份有限公司,若未上市上柜,股东出售持股之渠道有限;即使是已 I. INTRODUCTION As far as the structure of a joint-stock limited company designed by Taiwan’s “Company Law” is concerned, it seems that the formation of the Majority Rule, which is dominated by the Majority Rule, appears to be an inevitable fate. Even though Article 163 (1) of the Corporations Act states that the principle of free transfer of shares should be followed by the Wall Street Rule (voting by foot), the minority shareholders can be sold out after their defeat in the voting arena Shareholding left the company, but this does not completely solve the problem. Even if it is a public company limited by shares, shareholders have limited channels of selling shares if they are not listed on the market;