회사지배구조 관련 판례와 학설의 불일치와 극복

A Study on the Differences between Korean Judicial Precedents and Academic Theories in the field of Corporate Governance

초록

Korean corporate law made on the basis of the continental legal system has been revised being influenced by the American legal system in recent 10~15 years. It is the same with the Korean corporate governance system. This article deals with various issues in Korean corporate governance law related to the method of proxy solicitation, procedures of appointment of directors, the ground that a CEO can be paid for damage when he or she is dismissed, the subjective test of abuse of representative power, chances of expanding the concept of fiduciary duty, especially duty of loyalty, developed in Anglo-American trust law in Korean corporate law. methods of approval of directors’ self-dealing, remedies of shareholders’ consequential damage, possibilities of acknowledging double or multiple derivative suits.

키워드

회사지배구조; 의결권대리행사; 이사임용계약; 대표권남용; 충실의무; 자기거래; 주주의 간접손해; 이중대표소송; corporate governance; proxy solicitation; appointment of directors; abuse of representative power; duty of loyalty; self-dealing; shareholders’ consequential damage; double derivative suit
제목
회사지배구조 관련 판례와 학설의 불일치와 극복
제목 (타언어)
A Study on the Differences between Korean Judicial Precedents and Academic Theories in the field of Corporate Governance
저자
육태우
발행일
2012-06
유형
Y
저널명
상사판례연구
권
25
호
2
페이지
127 ~ 177