주식회사 내부자의 자기거래에 관한 연구

• 영문명: A Study on Insider Dealing in Stock Company
• 발행기관: 경희법학연구소
• 저자명: 유시창(Ryu, Si-Chang)
• 간행물 정보: 『경희법학』제42권 제2호, 435~457쪽, 전체 23쪽
• 주제분류: 법학 > 민법
• 파일형태: PDF
• 발행일자: 2007.06.30

영문 초록

The insider such as director, controlling shareholder, and employee of stock company can be accessible to the inside information that is not open to the public and have influence on managing the company. As the insider does self-dealing with the company, he is liable to act unfairly in a purpose for his own profit. In this circumstance, the unfair self-dealing between insider and the company harms the interests not only of shareholder and creditor but also of company itself. Therefore it is necessary to regulate this kind of unfair self-dealing. The Korea commercial code Article 398 is leaving a rule to limit self- dealing between a director and company, The best way to prevent unfair self-dealing between insider and company is that minor shareholder is able to cancel such an self-dealing. But the article 398 is not enough to do in case that the self-dealing is related to the 3rd party. The Korea commercial code Article 401-2 established newly through a revision in 1998 regulates unfair dealing between controlling shareholder and the company. But the article 401-2 treats the controlling shareholder as the director in self-dealing. What is worse, the Korea commercial code is putting no rule on unfair self-dealing between company employee and the company. I emphasize that the best method to protect the interest of minor shareholder and the company itself is to cancel the unfair self-dealing between a company insider and company, and that the most effective way to allow minor shareholder to cancel the unfair self-dealing is to revise the Korea commercial code.

목차

Ⅰ. 머리말

Ⅱ. 이사와 회사의 거래

Ⅲ. 지배주주와 회사의 거래

Ⅳ. 직원과 회사의 거래

Ⅴ. 맺음말

키워드

주식회사 내부자 지배주주 군소주주 불공정한 자기거래 선량한 관리자의 주의의무 충실의무 이사회의 승인 insider of stock company controlling shareholder minor share holder unfair self-dealing duty of care duty of loyalty approval of a board of directors