미국 회사법상 이사의 회사내부정보수집권에 대한 법적 고찰
A Study on the Director's Right to Inspect the Information in the U. S. Corporate Law
고재종(선문대학교)
24권 2호, 53~79쪽
초록
It has been mentioned in the corporate governance for a long time. But we have questioned the substantial effect on the same system. Especially, about the supervision function of the board of director, the Director, as a member of the board, must watch an eye on the representative director. For the achievement of this purpose, we are tried to make the some systems. The one of the systems is the director's right to inspect the books and records etc. What is the director's right to inspect the books and records? This system is director's right to inspect the books, records and physical property for the implement of the duty of loyalty and care as director. About this system, there are no clauses that has in the present law of our country. Of course, there are similar clauses that have application to such problems and I think that this right of director can be recognized on the interpretative methods,Therefore, I will study on director's right to inspect the books and records in the statute and case of the U. S. and on the introduction possibility on the same system. Concretely, at first, I will examine the occurrence bases of the director's information right. Secondly, I will inspect on the clauses of the statute and discussion on the case law. Lastly, I will the object and scope of the information right, the right to demand on the assistance of the lawyer and auditors As above studying, I think that director's right to inspect the books and records, no matter whether it is absolute or qualified, is desirable system for the reinforcement on the corporate governance in our country and that our country introduce the such system. As the effect, it can be anticipated in the facts that guaranteed to transparent demands of corporate management and that systematically guaranteed to escaping from director's liability. But when we introduce the above system, we must be considered on the harmonization with our system about the object and scope of director's information right, the exercise terms and methods of the same right etc.
Abstract
It has been mentioned in the corporate governance for a long time. But we have questioned the substantial effect on the same system. Especially, about the supervision function of the board of director, the Director, as a member of the board, must watch an eye on the representative director. For the achievement of this purpose, we are tried to make the some systems. The one of the systems is the director's right to inspect the books and records etc. What is the director's right to inspect the books and records? This system is director's right to inspect the books, records and physical property for the implement of the duty of loyalty and care as director. About this system, there are no clauses that has in the present law of our country. Of course, there are similar clauses that have application to such problems and I think that this right of director can be recognized on the interpretative methods,Therefore, I will study on director's right to inspect the books and records in the statute and case of the U. S. and on the introduction possibility on the same system. Concretely, at first, I will examine the occurrence bases of the director's information right. Secondly, I will inspect on the clauses of the statute and discussion on the case law. Lastly, I will the object and scope of the information right, the right to demand on the assistance of the lawyer and auditors As above studying, I think that director's right to inspect the books and records, no matter whether it is absolute or qualified, is desirable system for the reinforcement on the corporate governance in our country and that our country introduce the such system. As the effect, it can be anticipated in the facts that guaranteed to transparent demands of corporate management and that systematically guaranteed to escaping from director's liability. But when we introduce the above system, we must be considered on the harmonization with our system about the object and scope of director's information right, the exercise terms and methods of the same right etc.
- 발행기관:
- 한국기업법학회
- 분류:
- 법학