依據民國一百年修正公司法第一九七條之一第二項董事設質規定，修正此法理由為杜絕企業主炒作股票之動機與歪風，及防止董監事信用過度膨脹、避免多重授信，藉此健全資本市場與強化公司治理。雖有研究指出經營不善之公司，董事設質比例較高，然並不代表董事設質公司就會發生公司經營不善，兩者不是相輔相成的，如將董事設質表決權全面性加以限制，勢必會影響正派經營公司的股東會決議。 本文提出公司法第一九七條之一第二項此法不足之處，並非每位設質董事表決權都需受限，如公司出現經營不善徵兆，方有限制必要，且法人董事、徵求人皆應受到限制，計算股數期間應嚴格規範，在避免董事股份設質，進而影響表決權有漏洞之時，須有一定之配套措施，方能達到目的。最後一章結論，期望瞭解此法不足之處，提供另一種思考方向與立法建議。 ;According to the second item from one of the article 197 in the year 2011 amended version of company law for pledge provisions of director, the reason for amending this law is eliminating the business owners to hype the stock′s motivation and undesirable trend, preventing directors and supervisors′ excessive expansion of credit and avoiding multiple credit extension. Thereby, improving the capital market and strengthening corporate governance. Although its evidence that the pledged shares ratio is associated with firms’ performance, it does not mean it will absolutely affect directors pledge to bad firms’ performance. They are not mutually reinforcing. If the voting rights of the directors pledge to be limited comprehensively, which will lead to the shareholders′ resolution of decent operating ′s companies. This research has found the deficiencies of the second item from one of the article 197 of company law, non each of director pledge′s voting rights should be limited. However, if there is any company has mismanagement sign, then it is needed to be limited. What is more, not only corporate directors, but also solicit people should be limited as well. There should be a strict norm during the period of counting the number of shares. There should have a complementary measures to avoid the flaw of director and share pledge to affect the voting right, so that the purpose can be reached. In the final chapter is conclusions, expecting to comprehend the deficiencies of this law, then providing another thinking direction and legislative proposals.