주주의 장부열람청구권의 행사요건에 관한 연구 - 미국법상 장부열람청구권의 정당한 목적을 중심으로 -

The shareholders' right to inspect stock ledgers and records of public corporations is a frequently litigated issue and is often pivotal in mergers and proxy contests. In Delaware, inspection rights are governed by section 220 of the Delaware Code. In addition to procedural requirements, the statute requires that shareholders seeking inspection have a "proper purpose." It is the equivocal definition of "proper purpose" that often leads to litigation. Two notable issues arising under section 220 must be emphasized in order to understand Compaq's implications. The most important issue is the "proper purpose" requirement of section 220(b). The second relevant issue involves the burden of proof regarding proper purpose in inspection cases. To set the stage properly, it is first necessary to explain the statute's mechanics, including the procedural requirements for a shareholder to obtain inspection. In Compaq, the Delaware Supreme Court examined a stockholder's demand to inspect Compaq Computer Corporation's (Compaq) stock ledger and related materials. The court reaffirmed prior case law by articulating the standards for finding proper purposes in section 220(b). Also, the court slightly broadened the definition of proper purpose. Specifically, the Compaq court found a proper purpose when a stockholder sought a stockholder list in order to solicit other stockholders' participation in a previously initiated, non-derivative lawsuit against the corporation and its directors. Compaq v. Horton clarified the standard in Delaware for stock ledger and stockholder list inspections pursuant to section 220 of the Delaware Code. In Compaq, the court gave shareholders wide latitude to inspect these items, while maintaining that some limitations do remain. As a result, the door remains open for future litigation regarding what constitutes a "proper purpose." The purpose of this note is to carefully analyze the Delaware Supreme Court's reasoning in Compaq case and its implications. Part II examines history of inspection right, and especially, in commom law and status laws. Part III analyzes the case itself, presenting the facts, procedure, and resoning of finding. Also It discusses about provision of Delaware Corporate Law section 220 and analyzes the "proper purpose" requirement of section 220(b) and the burden of proof regarding proper purpose in inspection cases. Part IV examines provision of Corporate Law in Korea. Finally, Part V suggestes proposal things in present situation of korea.