미국 LLC법상 몇 가지 쟁점에 관한 고찰

• 영문명: A Study on Several Key Issues in U.S. LLC Law
• 발행기관: 중앙대학교 법학연구원
• 저자명: 金興洙(Kim, Heung Soo)
• 간행물 정보: 『법학논문집』法學論文集 第35輯 第3號, 175~196쪽, 전체 22쪽
• 주제분류: 법학 > 법학
• 파일형태: PDF
• 발행일자: 2011.12.31

영문 초록

In general, a Limited Liability Company(LLC) is a relatively new form of business entity and combines the organizational flexibility and pass-through tax treatment of a partnership with the limited liability protection of a corporation. According to the recent academic researches, there are some theoretical confusion surrounding Uniform Limited Liability Company Act(ULLCA, 1996) and Revised Uniform Limited Liability Company Act(RULLCA, 2006) in U.S., however, it will be somewhat meaningful to examine several detailed key issues in U.S. LLC law for reasonable construction and application of LLC provisions modelled after U.S. law which is coming into force from April 2012 under the Commercial Code in Korea. In chapter Ⅱ, with the problem that the rules governing LLC may vary depending on whether the entity is member-managed or manger-managed, the matter of positional agent power is treated through reviewing the conflicting opinion between ULLCA and RULLCA. In chapter Ⅲ and Ⅳ, the question of fiduciary duty and piercing the LLC veil is discussed and then in chapter Ⅴ, derivative suit is debated seriously by way of taking the focus on the negative stance on the issues of its suitability. Around the effectivation of the provisions authorizing LLC in Korea, this humble article dealing with several key issues on U.S. LLC mentioned above would hope to be a little help to develop LLC legal system in the future.

목차

Ⅰ. 서설

Ⅱ. LLC 업무집행자의 대리인 지위

Ⅲ. 신인의무(fiduciary duty)

Ⅳ. 법인격부인론(piercing the LLC veil)

Ⅴ. 대표소송제도(derivative suit)

Ⅵ. 결어

참고문헌

[Abstract]

키워드

통일유한책임회사법 운영계약 신인의무 대표소송 법인격부인론 ULLCA operating agreement fiduciary duty derivative suit piercing the LLC veil