회사의 지배구조 하에서 주주이익보호제도의 재검토

Recently, We have discussed on the protection of the stakeholder such as community, customer, employee etc. through CSR. Generally, We think that corporate governance system is related on the problems that for whom is the corporate and what is the purpose of corporate. As related on those problems, Professor Bainbridge divided the former into the shareholder primacy model and director primacy model and also, divided the latter into Maximization of shareholder interest and stakeholder’s model. Under above elements, Professor Bainbridge claimed the director’s model and Maximization of shareholder’s interest. But several researcher have doubts which or not the business judgement of CEO is fit for realization of this purpose, namely Maximization of shareholder’s interest. On the ground of the facts that the directors board and auditor or committee of audit ordinary supervise the business judgement of CEO, Bainbridge has rebuttal to the above mentioned problem. For all that, a part of researcher is questioned about above matter of Bainbridge’s argument. Therefore, in this article, I will review on the shareholder’s theory in the view of Anglo-American law that resembles our law. Concretely, firstly, I will examine the limit and strengthening of the shareholder’s power. Secondly, I will inquire into the controversy between the Bebchuk and Bainbridge. Also, I will inspire on the Fairfax’s theory about consideration of stakeholder’s interest. Lastly, I will suggest on the conclusion about the above mentioned problems.