2016년 이후 다중대표소송에 관한 의원발의안의 비교 -실효성 분석을 중심으로-

There have been incessant criticisms that non-listed affiliates within corporate groups have become a means to increase the wealth inappropriately or expand control of conglomerate families. This phenomenon gave rise to discussions on introducing multiple derivative actions as a potential solution. Multiple derivative actions refer to legal actions that the shareholder of a parent company within a corporate group can take against the directors etc. of a subsidiary to obtain compensation for damages. Key issues pertinent to the introduction of multiple derivative actions are as follows. First, the extent of recognition of the parent company’s equity ratio needs to be determined. Second, the equity ratio of the parent company’s shareholder to define the right to sue needs to be decided. Third, whether or not to acknowledge the inspection right to the subsidiary company’s account records, and if it can be acknowledged, the extent of the parent company’s shareholder equity ratio. This paper focuses on the effectiveness analysis of the aforementioned key issues that can be found in seven propositions by lawmakers, submitted to the National Assembly since 2016. In conclusion, the following are the findings of the analysis. First, non-listed affiliates within large corporate groups should all be subject to multiple derivate actions, except for those affiliates directly owned by conglomerate families. The scope of a parent company and its subsidiaries should further be expanded; so that if an affiliate owns even a single share of a non-listed affiliate within such corporate group, shareholders of that affiliate should rightly be able to take multiple derivative actions. Second, multiple derivative action, unlike other minority shareholders’ rights, is a significant regime to protect the rights of the parent company and its shareholders against mismanagement of its subsidiary’s management. Therefore, as far as the right to sue for multiple derivative actions is concerned, it is deemed appropriate that independent shareholder’s right is acknowledged. Third, in the limited case where multiple derivative action has been taken, it is deemed appropriate for the independent shareholder of the parent company to exercise inspection rights to the subsidiary’s account records.