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학술연구/단체지원/교육 등 연구자 활동을 지속하도록 DBpia가 지원하고 있어요.
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연구자들이 자신의 연구와 전문성을 널리 알리고, 새로운 협력의 기회를 만들 수 있는 네트워킹 공간이에요.
초록· 키워드
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Along with Korean economy’s high growth during the recent a half century, corporate groups have emerged. Historically it can be contributed to two factors. One, the holding company entity system was introduced to Monopoly Regulation and Fair Trade Act in 1999. The other, newly added provisions for comprehensive exchange and transfer of shares in the Korean Commercial Code in 2001. Since then the number of corporate groups which reorganize their governance structure into that of holding company is increasing at a high growth rate. If this growth will continue, the holding company will be the most common type of business entity in Korea.
Parent and subsidiary companies belong to the same corporate group are legally independent of each other although they are considered as one, not as separate ones with regard to economic concerns. Therefore, the minority shareholders of the parent corporation cannot hold directors of the board of the subsidiary company accountable to any loss incurred to the subsidiary company as a result of their unlawful conducts and mismanaging company affairs. There is, however, a way to solve this problem although it is limited in the case when the subsidiary is not listed, by the minority shareholders of the subsidiary company holding the directors accountable through a derivative suit. For this reason, the double derivative suit should be allowed to protect the rights of the minority shareholders of the parent corporation. Although its implementation in practice can be carried by the sentences of the court of law, it behooves to revise the commercial law instead because the supreme court did not accept the way of sentencing.
On the other hand, a subsidiary company is generally more likely to be managed not for its profits, but rather for that of the corporate group to which it belong. As a result, it is natural for such ones as how to protect the minority shareholders and creditors in the subsidiary to arise as legal issues. Since a double derivative suit is just one way of solution regarding legal issues related to the corporate group, there should various measures to be made together to protect interest groups such as the minority shareholders of the subsidiary company and its creditors.
Parent and subsidiary companies belong to the same corporate group are legally independent of each other although they are considered as one, not as separate ones with regard to economic concerns. Therefore, the minority shareholders of the parent corporation cannot hold directors of the board of the subsidiary company accountable to any loss incurred to the subsidiary company as a result of their unlawful conducts and mismanaging company affairs. There is, however, a way to solve this problem although it is limited in the case when the subsidiary is not listed, by the minority shareholders of the subsidiary company holding the directors accountable through a derivative suit. For this reason, the double derivative suit should be allowed to protect the rights of the minority shareholders of the parent corporation. Although its implementation in practice can be carried by the sentences of the court of law, it behooves to revise the commercial law instead because the supreme court did not accept the way of sentencing.
On the other hand, a subsidiary company is generally more likely to be managed not for its profits, but rather for that of the corporate group to which it belong. As a result, it is natural for such ones as how to protect the minority shareholders and creditors in the subsidiary to arise as legal issues. Since a double derivative suit is just one way of solution regarding legal issues related to the corporate group, there should various measures to be made together to protect interest groups such as the minority shareholders of the subsidiary company and its creditors.
목차
Ⅰ. 머리말
Ⅱ. 이중대표소송의 법리 및 외국의 입법동향
Ⅲ. 우리나라 상법상 도입 필요성 검토
Ⅳ. 이중대표소송제도의 입법방안
Ⅴ. 결어
參考文獻
〈Abstract〉
참고문헌 (39)
참고문헌 신청
1. [단행본] - 김건식 / 2010 / 회사법연구 I / 도서출판 소화
2. [단행본] - 이철송 / 2013 / 회사법강의 / 박영사
3. [단행본] - 최준선 / 2013 / 회사법 제8판 / 삼영사
4. [학술지(정기간행물)] - 권재열 / 2004 / 二重代表訴訟의 許否에 대한 比較法的 檢討- 서울고등법원 2003.8.22. 선고, 2002다13746 판결을 대상으로 하여 - / 비교사법 11 (2) : 443 ~ 475
5. [학술지(정기간행물)] - 김대연 / 2010 / 지배․종속회사에서의 대표소송 / 상사법연구 19 (2)
2. [단행본] - 이철송 / 2013 / 회사법강의 / 박영사
3. [단행본] - 최준선 / 2013 / 회사법 제8판 / 삼영사
4. [학술지(정기간행물)] - 권재열 / 2004 / 二重代表訴訟의 許否에 대한 比較法的 檢討- 서울고등법원 2003.8.22. 선고, 2002다13746 판결을 대상으로 하여 - / 비교사법 11 (2) : 443 ~ 475
5. [학술지(정기간행물)] - 김대연 / 2010 / 지배․종속회사에서의 대표소송 / 상사법연구 19 (2)
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UCI(KEPA) : I410-ECN-0101-2014-360-002751908