미국 회사법상 주주의 회계장부열람권에 관한 소고- 열람목적의 구체성을 중심으로 -

TIn domestic judgments, there are precedents as to whether there is a justifiable cause for a shareholder's exercise of the right to inspect accounting books, but to what extent should the particular cause be presented, furthermore, whether the cause should be proved, and if proof is necessary, whether inspection can be refused on the ground that there is no justifiable cause for lack of particularity, including whether the degree of proof is required. Accordingly, this paper carefully examined several issues surrounding the particularity of the purpose of inspecting accounting books under the U.S. corporate law, which became a model for shareholders' right to inspect accounting books under the Korean Commercial Act. Shareholders have the right to collect company information in order to check whether the company's management is being conducted in a bad manner, and the right to inspect accounting books is one of those rights. However, since there is a risk of harm to the company's interests due to the exercise of the right of shareholders to inspect the books, the U.S. corporate law provides that the purpose of a request for inspection of the accounting books must be proper and that the purpose must be written with particularity as a requirement. However, in the U.S. corporate law, the regulation on shareholders' right to inspect the accounting books only presents a kind of principle, so the court is operating in a structure where a considerable number of issues are judged ex post facto. There is no significant difference in this way of operation in the case of the United States and Korea. In particular, the Korean Supreme Court's ruling regarding the ‘justifiable cause’ standard under Article 466 (2) of the Korean Commercial Act is not somewhat different from the ‘proper purpose’ standard in US corporate law precedents. If the purpose is to exercise the rights under the Korean Commercial Act, such as revealing the fact that violates the articles of incorporation or statutes and prosecuting the responsibility, both in Korea and the United States are deemed to have met the criteria for a justifiable cause or proper purpose. In addition, the criteria for particularity of justifiable causes required by the precedents of the Korean Supreme Court are similar to the criteria for propse purposes under the U.S. case law. Furthermore, there is no difference between the United States and Korea in that the particularity requirement is closely related to the object of the request for inspection. However, the fact that the particularity requirement under the U.S. corporate law tends not to be taken into account when creditable bases are presented for the proper purpose of the request for inspection, which is a reference point for Korean courts in handling related cases in the future.