지주회사에서 주주의 법적 이익보호와 이사의 책임문제

• 영문명: The Shareholders' Interest and Directors' Liability in Holding Company
• 발행기관: 원광대학교 법학연구소
• 저자명: 황근수(Hwang, Keoun-Soo)
• 간행물 정보: 『원광법학』제25권 제2호, 113~140쪽, 전체 27쪽
• 주제분류: 법학 > 법학
• 파일형태: PDF
• 발행일자: 2009.06.30

영문 초록

In the view of korean Commercial Law(corporate law), shareholders' interest protection and directors' liability in Holding Company are related with shareholder's interest protection closely. Holding Company is a company which possesses shares of the subsidiary and depends on the interest from the subsidiary. so that, the shareholder of Holding Company could not help concerning with operating business of subsidiary, Holding Company and subsidiary(child company) hold a equity respectively and the companies could hardly exercise the legal right. Being related with shareholder's interest, when assets of subsidiary are large one, the voting right in the company would be given to the shareholder. In this case, the basis of this theory has been based on piercing the corporate veil or pass through theory in conforming to case by case. However, now codification in korean Commercial Code would be discussed with a voting right, (double)derivative suit and an account inspection of subsidiary in Holding Company group. Also, in the concerned with director's liability of Holding Company, that of a commercial company applies in korean Commercial Law. In the operating Holding Company, to compared with director's liability(§399) of korean Commercial Code, the shareholder as Holding Company itself and subsidiary could exercise the right. But pure Holding Company do not like that of operating Holding Company, because the Company holds shares and dominates subsidiary only. So that, the shareholder's protection of pure Holding Company could not apply ordinary rules, therefore we must regulate director's liability by another provision in Holding Company group. Furthermore, it do not meet that outsider directors' authority and liability is the same thing with that of an executive director. The outsider directors of (Holding) Company focuses on management supervision to assure transparent operating business, therefore, they differ from an executive director or executive officer. Like this, it is not rightful that the liability of outsider director, executive director and executive officer are the same respectively, because of the difference to related business and gathering information extent. I think that it is required to establish director's liability limit, conforming with outsider directors' introduction to supervise director's business execution.

목차

Ⅰ. 머리말

Ⅱ. 논의의 배경 및 필요성

Ⅲ. 주주의 법적 이익보호

Ⅳ. 지주회사 이사의 책임문제

Ⅴ. 맺음말

참고문헌

Abstract

키워드

지주회사 자회사 주주보호 기업의 지배구조 이사의 책임 이중대표소송 사외이사 Holding Company Subsidiary Protection of Shareholders Outsider Director Corporate Governance Liability of Directors Double Derivative Suit