지주회사와 사업회사간 支配·牽制의 適正化를 위한 해석론·입법론

• 영문명: Controling and Checking beween Holding and Subsidiary Companies
• 발행기관: 한국사법학회(구 한국비교사법학회)
• 저자명: 최성근
• 간행물 정보: 『비교사법』비교사법 제10권 2호, 293~319쪽, 전체 27쪽
• 주제분류: 법학 > 법학
• 파일형태: PDF
• 발행일자: 2003.06.01

영문 초록

The present government expects the holding company system will contribute greatly to renovating the controlling structure of enterprises and enhancing transparence in their management by removing financial ties among affiliated companies of the enterprise group concerned, making every effort to activate such holding company system through relaxation of requirements for the establishment of or conversion into the holding company, introduction of tax incentives including fiscal unity system, etc. The functions of the holding company system are to enhance the efficiency of management, to increase yield on investments or to extend controlling influence, through the efficient control of a holding company over its subsidiary companies, by holding their stocks. For fulfilling these functions properly, policy measures should be considered to make it possible for the holding company to govern their subsidiaries legally and practically as well as to take its liability thereof. However, the current Commercial Act has only the provisions regulating independent individual companies, and the construction theories of such provisions do not care about the relationship of a parent company and its subsidiaries almostly. Due to these circumstances, the definite means do not exist to regulate the powers and liability of a parent company in connection with the performance of business by its subsidiaries as well as to protect the subsidiaries' minority shareholders and creditors. For appropriate operation of the holding company system. the relationship between holding and subsidiary companies needs to be definitely settled through construction of theories of the laws concerned or enaction of new regulations. To make the holding company system function well, systematic policy measures should be taken to enable a holding company to govern and guarantee its subsidiaries formally and substantially. In due consideration of these circumstances, tills paper provides some reviews of major issues concerning the operation of each subsidiary belonging to the enterprise group of a holding company, such as the powers and liability of the holding company's directors and auditor, rights of the holding company's shareholders, the protection of each subsidiary's minority shareholders and creditors, and the accounting and disclosure of the holding company.

목차

1. 문제의 제기

2. 자회사의 경영에 대한 모회사의 관여

3. 모회사의 자회사경영 관여에 따른 이해관계자의 이익보호

4. 지주회사의 계산과 공시

5. 결어

참고문헌

ABSTRACT