Earticle

초록

영어

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
  1. 論議의 背景
  2. 論議의 必要性
 Ⅲ. 주주의 법적 이익보호
  1. 子會社에 대한 權利行使
  2. 子會社에 대한 權利行使의 範圍
 Ⅳ. 지주회사 이사의 책임문제
  1. 現行法上의 責任規定
  2. 持株會社 理事의 責任
 Ⅴ. 맺음말
 참 고 문 헌
 

키워드

저자

• 황근수 [ Hwang, Keoun-Soo | 전남대학교 강사, 법학박사. ]

참고문헌

발행기관

간행물

표지보기 관심저널 등록

• 간행물명

  원광법학 [Journal of Law research]

• 간기

  계간

• pISSN

  1598-429X

• eISSN

  2508-4526

• 수록기간

  1962~2026

• 등재여부

  KCI 등재

• 십진분류

  KDC 360 DDC 340