獨逸, 日本, 美國에서 持株會社의 株主保護方案에 관한 考察

Korea has been regulated holding companies to prevent business groups from acquiring too much power, but there are troubles on restricting company shape and going backward global Business Economy. If A certain large enterprise(so called, SAEBUL(group of companies)) becomes a Holding Company, it scarcely controls all its subsidiaries. In this point of view, it is important on Corporation Law that the shareholders' protection of Holding Company and that of minority shareholders, creditor in Korea. First, A large enterprise has been thought of "Konzern(conglomerate)" to protect the shareholders of Holding Company in Germany. That is, Konzern is the company combination which one or more than two subordinate companies is combined below the right to unitary command of a dominant company, and more than two companies are combined by the contract in each legally(AktG§18). The Supervision of the board of directors to protect the shareholders of Holding Company's relation is valid in Konzern, and the director with Konzern Führung(right to command) in Ober(Holding) gesellschaft manages or controls the company, and charge of the responsibility. Also, except the board of directors, through other organ or third party(audit, general meeting, inspector etc.), they control and supervision the company and the important matters need require approval of Holding Company's general meeting. Second, they have been discussed about the shareholders' protection of Holding Company in Japan. There are two methods, the one controls the subsidiary's business operating through Holding Company or the company's director and audit indirectly, the two is concerned in subsidiary's management by Holding Company's shareholders directly. That is, the director of Holding Company reflects shareholder's voting right in Holding Company's severe matters, and the audit of Holding Company have to be given a general and inclusive authority to the subsidiary. Also, the shareholders of subsidiary have to be given the information right, the account book and document inspection, the representative action to director or the voting right to making decision of the subsidiary. Third, double(multi) derivative action is a method to protect the shareholder's protection in America, it is given for the shareholder of Holding Company to the subsidiary's director. In particular, the 100% subsidiary's damages is rarely compensated by director's legal proceedings, therefore the shareholders of subsidiaries could make a representative action(double(multi) derivative action) to the directors of subsidiary. Nowadays, the shareholder's protection is unsatisfactory with Holding Company' operating in Korean Law. To operate Holding Company desirably and protect the shareholders of Holding Company in the future, the methods of advanced nations -the shareholder's protection in German Konzern, director's or audit's indirect and shareholder's direct control in Japanese Law, shareholder's representative action in American Law- are investigated in depth.