2007년 회사법 판례의 쟁점과 전개 (The issues on the corporate law cases in 2007)

서지정보

· 발행기관 : 한국상사판례학회
· 수록지 정보 : 상사판례연구 / 21권 / 1호 / 305 ~ 355페이지
· 저자명 : 김택주

초록

There were some more issues on the corporate law cases last year. Belows are the summary and the arrangement of the cases that are worth to be reviewed.
(1) Method of the testing the price of the unlisted corporation when executing the appraisal right of dissenters. To secure the fairness it is needed synthetic calculation of market price, net asset price and earning price.
(2) In issuing new stocks, it is void to compensate the damage suffered by the new stocks. It is violating the rule of equal treatment between the shareholders.
(3) Excluding shareholders from the list is not permitted in our country, because we do not have the regal process about that.
(4) When it was not followed the regal process of the shareholders meeting even most shares of corporation shares are belonged to the one person, it can be faced with the nullity suit.
(5) The duty of audit by the director are admitted in our country. Generally the duty of audit is divided between the inside and outside director. The inside director burdens some more severe duty. But cases don't divide duties of inside and outside directors. They admit the responsibility of the director when they neglect audit even though there are the possibility of illegality in doing the business.
(6) The cases look the effect of self dealing differently between inside and outside of the corporate. Inside between director and corporate the effect of self dealing void, but in order to protect security of trade out side between corporate and third party, it is effective.
(7) In order to apply the business judgement rule the court demand three standard. First, it should be done full informed with respect to the subject. Second, rationally believes that the business judgement is in the best interests of the corporation. Third, it should be done with the care that an ordinarily prudent person would reasonably be expected to exercise in a like position and under similar circumstances.

영어초록

There were some more issues on the corporate law cases last year. Belows are the summary and the arrangement of the cases that are worth to be reviewed.
(1) Method of the testing the price of the unlisted corporation when executing the appraisal right of dissenters. To secure the fairness it is needed synthetic calculation of market price, net asset price and earning price.
(2) In issuing new stocks, it is void to compensate the damage suffered by the new stocks. It is violating the rule of equal treatment between the shareholders.
(3) Excluding shareholders from the list is not permitted in our country, because we do not have the regal process about that.
(4) When it was not followed the regal process of the shareholders meeting even most shares of corporation shares are belonged to the one person, it can be faced with the nullity suit.
(5) The duty of audit by the director are admitted in our country. Generally the duty of audit is divided between the inside and outside director. The inside director burdens some more severe duty. But cases don't divide duties of inside and outside directors. They admit the responsibility of the director when they neglect audit even though there are the possibility of illegality in doing the business.
(6) The cases look the effect of self dealing differently between inside and outside of the corporate. Inside between director and corporate the effect of self dealing void, but in order to protect security of trade out side between corporate and third party, it is effective.
(7) In order to apply the business judgement rule the court demand three standard. First, it should be done full informed with respect to the subject. Second, rationally believes that the business judgement is in the best interests of the corporation. Third, it should be done with the care that an ordinarily prudent person would reasonably be expected to exercise in a like position and under similar circumstances.

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