주주행동주의 규제를 위한 충실의무 적용에 관한 연구

• 영문명: The Application of the Duty of Loyalty for the Regulation of Activist Shareholders
• 발행기관: 한국사법학회(구 한국비교사법학회)
• 저자명: 문정해(Jung-Hai Moon)
• 간행물 정보: 『비교사법』比較私法 제16권 제1호, 367~395쪽, 전체 29쪽
• 주제분류: 법학 > 법학
• 파일형태: PDF
• 발행일자: 2009.03.30

영문 초록

Generally, U.S. scholars assume that corporate directors and officers are subject to fiduciary duties such as the duty of care and the duty of loyalty, while shareholders traditionally have no obligations. Also, they understand that majority shareholder has the duty of loyalty under exceptional circumstances. Recent changes in financial markets, however, have given all shareholders, including minority shareholders great power to pressure managers in order to pursue their own economic benefits at the sacrifice of a corporation and other shareholders. For example, in recent decades, shareholder activism, including increased institutional investors, active hedge funds and green mails, has worked to shift the balance of power from directors and officers to activist shareholders. Activist shareholders can have serious conflicts of interest with a corporation and other shareholders, and they increase inevitable risks of shareholder opportunism. In order to regulate this problem. U.S. courts have applied the duty of loyalty not only to majority shareholders but also to minority shareholders broadly. In Korea, institutional investors and hedge funds are rapidly growing, and they are using their power to seek their own financial benefits. The Korean Commercial Code provides for the duty of loyalty, however, only directors are subject to the duty of loyalty. Therefore, Korean legal scholars have argued that the duty of loyalty should be applied to majority shareholders as well. This article examines U.S. courts' approaches to the duty of loyalty. Then, it suggests that the duty of loyalty should be applied to all shareholders.

목차

Ⅰ. 서론

Ⅱ. 미국에서의 주주행동주의의 전개

Ⅲ. 미국법상 주주행동주의 규제를 위한 충실의무의 적용

Ⅳ. 시사점 및 결론

참고문헌

Abstract

키워드

신인의무 충실의무 지배주주 소수주주 기관투자자 헤지펀드 주주행동주의 Fiduciary Duty duty of Loyalty Majority Shareholder Minority Shareholder Institutional Investor Hedge Fund Shareholder Activism