經營判斷의 原則

• 영문명: Business Judgment Rule
• 발행기관: 중앙대학교 법학연구원
• 저자명: 김경석(Kim Gyeong-Seok)
• 간행물 정보: 『법학논문집』法學論文集 第30輯 第1號, 271~297쪽, 전체 27쪽
• 주제분류: 법학 > 법학
• 파일형태: PDF
• 발행일자: 2006.08.30

영문 초록

  The derivative suit is hedged about by several obstacles. The most fundamental obstacle is the business judgment rule and the business judgment rule is an acknowledgment of the managerial prerogatives
  The business judgment rule is that decisions made by director upon reasonable information and with some rationality do not give rise to directorial liability even if they turn out badly or disastrously from the standpoint of the corporation.
  The business judgment rule is corporate law"s central doctrine. It pervades every aspect of the state law of corporate governance, from negligence by directors to self-dealing transactions to termination of shareholder litigation and so on.
  Yet, in many ways, it remains poorly understood. In part, this is because the doctrine is neither straightforward nor even, in some respects well-developed.
  But it is certain that function of the business judgment rule protects decisions made by a board of directors from judicial scrutiny. Under this standard, if a decision is made in good faith and with due care it will not give rise to liability and the court will not engage in a substantive review of the merits of the underlying business decision.
  The business judgment rule is not a standard of conduct, but only a tool of judicial review.

목차

Ⅰ. 序說
Ⅱ. 經營判斷의 原則의 槪念
Ⅲ. 經營判斷의 原則의 適用要件과 效果
Ⅳ. 理事의 注意義務와 經營判斷의 原則
Ⅴ. 우리判例에 나타난 經營判斷의 原則
Ⅵ. 結論
〈Abstract〉

키워드

경영판단의 원칙(Business judgment rule) 사법심사(judicial scrutiny) 주주대표소송(Stockholder" s representative action) 이사의 책임(Liability of director) 주의의무(Duty of Care)