다중대표소송(상법 제406조의2)의 이해

There are the two pillars that form the basis of regulations for corporate group company structure, such as (i) administrative regulations under the Korea Fair Trade Act on large business groups and (ii) criminal sanctions under the Korea Criminal Act. Increasing use of a group company strucure gives rise to many legal issues. However, the basic law of a group company strucure should be the corporate law, not the regulatory law. The 2020 Amendment to the Korean Commercial Code has introduced multiple derivative actions. This paper delas with the pracitical issues in relation to the main provision (Article 406-2) of the multiple derivative actions and provides explanations and interpretations arising of the Amendment through in-depth analysis on such issues. The multiple derivative lawsuit system in Korea has a lot of rooms for use as a means of control by shareholders, and it needs discussions. It is essential to understand the purpose of the legislation that defines multiple derivative actions in order to find proper solution to solve very complicated situations including overlapping claims. Therefore, harmonious interpretation should be established to give legal logic consistency within the corproate law system as well as protecting minority shareholders’ interests.