美國의 株式會社의 內部統制制度와 理事의 義務에 관한 硏究

• 영문명: A Study on a Director's Duty and Internal Control System in the Publicly Held Corporation of America
• 발행기관: 한국사법학회(구 한국비교사법학회)
• 저자명: 정대(Dae Chung)
• 간행물 정보: 『비교사법』비교사법 제12권 4호, 369~423쪽, 전체 55쪽
• 주제분류: 법학 > 법학
• 파일형태: PDF
• 발행일자: 2005.12.01

영문 초록

In America internal control was an incidental part of audit practice in the 1940s. Since the 1940s, the scope of internal control has extended beyond an accounting function of the audit practice. The role of internal control has been greatly significant in the publicly held corporation of America. As a number of large corporations of the 1970s had been blamed for their misconduct or unlawful acts, the need for establishment of internal control system was emphasized in a publicly held corporation. After the Sarbanes-Oxley Act of 2002 was made because of the Enron scandal of the 2000s, the establishment of disclosure controls and procedures was enforced in a large corporation under the supervision of the SEC. The need for internal controls has been more and more important in a publicly held corporation. Generally speaking, the board of directors is ultimately responsible for the establish ment of internal control system. The board has a responsibility for performing its over sight functions and an audit committee of the board can effectively assist its oversight functions. The internal control system can play an important role in carrying out the oversight functions of the board in a publicly held corporation. In this context, a director has a duty of care related to the internal control system in a large corporation. Furthermore, the Delaware Court of Chancery held that a director had a duty of care that includes an obligation to establish the internal control structure concerned with an adequate corporate information and reporting system in the Caremark case of 1996. In Japan, internal control system should be established in case of a specified large corporation. The audit committee should carry out audit functions by means of internal control system. In addition, the Japanese court held that a director breached a duty of care in the absence of an adequate internal control system in the Daiwa Bank case of 2000. In conclusion, the establishment of internal control system should be enforced in the large corporation of Korea by means of legislation. In addition, it is necessary that a director's duty of care should include a duty of internal control in the large corporation.

목차

Ⅰ. 序論

Ⅱ. 內部統制制度에 관한 論議의 沿革

Ⅲ. 內部統制制度에서의 理事의 義務

Ⅳ. 우리 法上의 論議

Ⅴ. 結論

[參考文獻]

【ABSTRACT】