Abstract
Social enterprise is a type of hybrid organizations which originates from solving various social problems and with the development trend of global organizations in recent years. The character of social enterprise is not only to help solve a variety of social issues but also making profits and continuing operations itself. Taiwan is still on the preliminary stages for developing social enterprises. Although social enterprise is a new trend for non-profit organizations in Europe and America, it is controversial that Taiwan should follow this trend. Besides, regulatory uncertainty is one of the main difficulties that social enterprise encounters in Taiwan, so this paper will focus on the organizational governance issues of social enterprise that related to domestic and foreign literature. In addition to referring the structures and systems adopted by America, but comparing relevant regulations and the draft in order to interpret and analyze related issues. In the ends, this paper will interview three social enterprises and one corporate juristic person by the research method of qualitative analysis. Combining academic and practical research mentioned above, expecting to propose complete legislative suggestions of social enterprise in the future and to promote the development of social enterprise in Taiwan. First, focusing on the superordinate concept of social enterprise - Corporate Social Responsibility (CSR), in addition to emphasizing the stakeholder theory and constituency statutes, but finding and analyzing the connection between corporate social responsibility (CSR) and social enterprises. Afterwards, based on the regulations in America, will formally introduced the concept of social enterprise, and try to define social enterprises. Then continuing to elaborate about the issue of fiduciary duty, including the introduction of certification, contract and monitoring mechanism. Especially focusing on benefit corporation in America, in the core of public benefit corporation (PBC) in Delaware, exploring the development of fiduciary duty and as the means to learn from and compare for the legal system in Taiwan. At the last part, will interpret and analyze relevant regulations in Taiwan, such as Corporate Law and Business Mergers and Acquisitions Act. Also taking three social enterprises and one corporate juristic person into consideration as empirical cases study. In the conclusions, based on the analysis that accomplished above and interviews with three social enterprises and one corporate juristic person, proposing amendments for social enterprise legislation by short-range, medium-range and long-range of perspectives. Hope these suggestions would lead social enterprises to positive and essential progress in Taiwan.