From the perspective of traditional "principal-agent" structure, the shareholders as a group is seen as the uppermost institution in the corporate hierarchy, whose resolutions are observed not only by shareholders but by the board of directors and the management. The "shareholder primacy" viewpoint was taken by Taiwan's lawmakers until Corporate Law was revised in 2001. The amendment of Article 202, among others, in the 2001 revision strengthens the board's role in the operation of corporation and marks the transition form "shareholder primacy" to "director primacy." In the ensuing corporate governance reform, the function and value of the board has surely become the most important topic. Nonetheless, recent revisions passed in May 2005 introduce the right of shareholder proposal, and the right of shareholder's access to the ballot. While interpretation and exercise of such right are not to conflict with the board-centered governance regime, it is obvious that how to reinforce shareholder's power is again the focal point of corporate governance scholars and practitioners. In view of current emphasis on shareholder activism and recent revisions relating to the allocation of powers, much doubt should be cast on the legitimacy of Article 202 and the merit of director primacy. Therefore, this article explores and criticizes four potential explanations for director primacy, including theoretical support from nexus-of-contracts theory, justification of legal borrowing from U. S., comparative advantage on decision-making model, and the voting pathologies due to the expansion of shareholder voting power. Examined against the background of Taiwan's corporate regime and practice, the director primacy, this article believes, is not warranted to replace the shareholder primacy as the guiding standard. Based on this understanding, it is suggested that corporate statutes and rules should be modified or construed toward shareholder primacy in order to strike the right balance between the power of shareholder as a group and that of the board of directors.