기업집단에 있어서의 회사 기관의 권한과 책임

The objectives of this paper are to examine the rights and liabilities of directors or shareholder in group-affiliated company. Two or more companies that are related through common ownership but are treated as one for Korean Commercial Law. An affiliated group consists of a parent company and one or more subsidiary companies. The parent company must own at least 50% of its subsidiary's stock in Korean Commercial Law. But in another countries - for example, America, Germany, Japan - Parent company means a juridical person who controls the management of a stock company, including, but not limited to, a company which has a stock company as its subsidiary. Most large business affiliated groups are privately owned and managed by the founders and their families. In this affiliated groups, parent company will most likely take control of the whole subsidiaries. In this regard, Korean Commercial Law, which provides rules that individual companies within a corporate group have independent legal personality, is in many aspects far from reality. So, I think, there is a need to be established for affiliated groups in Korean Commercial Law. This paper aims to look into plans to protect shareholders of parent company, and shareholders and creditor of subsidiaries. In cases where parent company intent to transfer the assignment of the entire business, or significant part of the business, or entire stock of subsidiaries company, it must obtain the approval of the parent's shareholder meeting. If director of the parent company detect any fact likely to causes substantial detriment to the subsidiary, they shall immediately plan the solution such fact. There is need to investigate the multiple derivative suit between parent company and subsidiary company(all of its issued shares to be acquired by parent's company).