미국 회사법상 이사회 구성에 관한 연구 - 델라웨어 주를 중심으로

This paper examines the board system under the Delaware General Corporation Law, including the composition of the board of directors. First, the Delaware General Corporation Law has a unitary board structure in which the executive and supervisory functions are performed by a single board of directors, and the stock exchange listing rules require independent directors, which practically realizes the separation of executive and supervisory functions for listed companies. Second, the Delaware General Corporation Law allows staggered boards. The staggered boards can be used as a means of protecting directors' positions from shareholder pressure including a hostile takeover bid. Third, the Delaware General Corporation Law does not define the qualifications of directors, including independent directors. However, a public company subject to stock exchange listing rules must meet the qualifications for independent directors set forth in the listing rules. Fourth, the Delaware General Corporation Law provides for the delegation of powers by the board of directors and allows for the establishment and operation of committees within the board of directors. Fourth, the Delaware General Corporation Law provides for the delegation of powers by the board of directors and allows for the establishment and operation of committees within the board of directors. However, the Delaware General Corporation Law does not specify the types of committees that must be established or the qualifications of committee members. However, public companies subject to stock exchange listing rules are required to have an audit committee, compensation committee, and nominating/corporate governance committee on their board of directors, all of which must be composed of independent directors. Since the audit committee is one of the committees within the board of directors, its members are naturally appointed from among the directors by the board of directors, not by the shareholders' meeting.