주주명부 열람권에 관한 연구 - 미국회사법상 “정당한 목적” 요건을 중심으로 -

This article deals with the shareholder's right to inspect the list of shareholders, focusing on proper purpose requirement under American corporate law. The list of shareholders is very important if a group of shareholders intend to communicate with other shareholders or challenge management in a proxy contest. A shareholder has a common law right to inspect corporate books and records unless there is an improper purpose that may justify management denial of a shareholder's claimed right of inspection. Most statutes also provide shareholder's right of inspection, which is generally viewed as supplementing rather than supplanting the common law right. A proper purpose means a purpose that is reasonably relevant to the shareholder's interest as a shareholder. A demand is improper if it is to obtain information as to business secrets, to aid a competitor or to harass the management. The general common law rule does not place the burden on petitioners to show the propriety of inspection. Similarly, most statutes place the burden on corporation. If the officers of a corporation wrongfully deny a shareholder the right to inspect its books and records, the shareholder can obtain a court order compelling the corporation and its officers to make the records available for inspection. Modern corporation statutes specifically set forth remedies for enforcing inspection rights. Any shareholder may demand, at any time during business hours, to inspect or copy the list of shareholders under Korean Commercial Code §396(2). There are not many cases and principles regarding shareholders' right to inspect the list of shareholders in Korea, and Korean Commercial Code does not expressly provide the proper purpose requirement for the inspection of the list of shareholders. However, the Korean Supreme Court has developed the view that a shareholder has a right to inspect corporate books and records including the list of shareholders when the purpose is proper, and that the burden of proving improper purpose is on the corporation. Among the various provisions and principles under American corporate law regarding the right to inspect the list of shareholders, the court's ordering the corporation to pay the shareholder’s litigation costs including reasonable counsel fees, and imposing reasonable restrictions on the use or distributing of the records by the demanding shareholders are highly recommended to be introduced in applying Korean Commercial Code.