비교법에 관한 서론적 고찰

이홍욱(Hong Wook Lee),권재열(Jae Yeal Kwon) 대구가톨릭대학교 사회과학연구소 1993 사회과학연구 Vol.2 No.-

가솔린엔진에서의 피스톤 슬랩 소음 저감을 위한 실험적 연구

이홍욱(Hong Wook Lee),이상원(Sang Won Lee),조진우(Jin Woo Cho),김중수(Joong Soo Kim),이상희(Sang Hee Lee),김우태(Woo Tae Kim) 한국자동차공학회 2006 한국자동차공학회 춘 추계 학술대회 논문집 Vol.- No.-

Piston slap noise is one of the most significant mechanical noise sources in an internal combustion engine. It is a dynamic impact phenomenon between the piston and the cylinder block caused by changes in the lateral forces acting on the piston. In this paper, the optimization of piston design parameters using robust design method is carried out to minimize piston slap noise. Orthogonal arrays of L? and dynamic characteristic are used to conduct test and to analyze experimental data, respectively. Experimental results show that piston slap is strongly affected by skirt shape and compression height as well as by pin offset. Therefore, optimization of piston design parameters can lead drastically reduced piston slap vibration.

중국(中國) 상법통칙(商法通則) 및 상법전(商法典)의 립법(立法)

이홍욱 ( Hong Wook Lee ) 한국상사판례학회 2007 상사판례연구 Vol.20 No.4

중국의 독립이사 제도의 문제점과 개선방안

이홍욱(Hong-Wook Lee),김세돈(Se-Don Kim) 한국비교사법학회 2009 比較私法 Vol.16 No.4

On August 6, 2001, the China Securities Regulatory Commission issued the Guiding Opinion on Establishing the Independent Director Institution in Listed Corporations. This landmark document formally established the independent director institution in China under which a minimum of one-third of each listed corporation's board members shall be independent directors. Despite insufficientpractical and theoretical bases, many people hope the independent director institution will be a panacea to the corporate governance problems entangling chinese listed corporations. Independent directors first appeared in the United States to cure the corporate governance problems of public corporations, which have widely dispersed shareholders. Independent directors were created to monitor the integrity and performance of management in order to make public corporations a more effective wealth-maximizing instrument for shareholders and a more socially responsible instrument for the public. The rationale behind the independent director institution in China differs from that in the United States: the institution in China primarily targets controlling shareholders rather than management. Instead of dispersed share ownership, the ownership structure of listed corporations in china is highly concentrated. The major corporate governance problem is that controlling shareholders use their advantageous position positions to expropriate the assets of listed corporations to the detriment of minority shareholders. This Article argues that the importation of the independent director institution to China is an important step toward improving corporate governance. Unfortunately it is unrealistic to count on independent directors to completely prevent exploitation by controlling shareholders and management, especially when listed corporations have not yet solved their structuring problems, and China has yet to formulate a sound legal environment. Under these circumstances, the independent director institution in China cannot avoid the same defects existing in independent director institution in the United States: namely, an inability to monitor and a lack of independence and incentive to remain objective. This Article discusses the defects of the independent director institution and provides some suggestions for its improvement in China.

개혁,개방 이후 중국 상법(총론, 회사법)의 변화

이홍욱 ( Hong Wook Lee ) 영남대학교 법학연구소 2010 영남법학 Vol.0 No.31

판례를 통해 본 이사의 충실의무

이홍욱(Hong-Wook Lee) 한국비교사법학회 2005 比較私法 Vol.12 No.4

In this article, we have reexamined the Article 382-3, that is the duty of loyalty clause, which was enacted in 1998 amendment, to contrast the differences between the duty of care and duty of loyalty by analysing the Supreme Court's decisions. Now there is two ways to explain the Article 382-3. First, the Article 382-3 is the category of the traditional construction of the duty of care and it does not constitute a separate or higher duty for corporate directors. Second, the director's duty of loyalty in the Article 382-3 is different from the preexisting duty of care. To approach and to find out the debates on the core of the Article 382-3, this article chose the analysis of the Korean Supreme Court's decisions which was judged between ex ante judgement 1998 and ex post judgement 1998. As a result, whether the Article 382-3 is different from the duty of care or not is not clear. But this points are explained the economic phenomenon which is enough to need to apply the Article 382-3 directly. That is, our economic scale is not large to apply the Article 382-3 or the Supreme Court's decisions in the line of director's liability do not need to apply directly. In Japan, the same Article was enacted in 1950. But it takes almost 40 years to apply the same Article to the judgement. It is highly unlikely that directors suddenly became more greedy at that time. Consequently Japan's experience with the duty of loyalty shows that whether the Article 382-3 does not apply directly on the judgements now may not important and as the change of the legal infrastructure and economic development, Article 382-3 may become a core rule to the case of corporate director's liabilities.

中國 商事立法方式의 選擇

李鴻旭(Hong-Wook Lee) 한국비교사법학회 2006 비교사법 Vol.13 No.4

There has been much heated discussion between the unification or separation of the civil and commercial Law in China and this discussion is mainly concentrated in the independence of the commercial law. In China, It is generally acknowledged that civil code constitutes according to combination of civil and commercial code and independent commercial laws are treated as a special laws of a civil code. Nowadays, the importance of commercial law is gradually accepted and the independence of commercial law is necessary to control social market system in China. There are four ways of deciding legislative system of Chinese commercial code which devide as follows. 1) to legislate a civil code with a combination of civil and commercial law. 2) to legislate a civil code and commercial code independently. 3) to legislate a traditional civil code in connection with enacting individual commercial laws. 4) to legislate a General Rule of Commercial Law to standard the basic commercial law relationship in connection with enacting individual commercial laws. But China is preparing a civil code and individual commercial laws has been made(follow the above 3 system),which explains the Chinese characteristics to legislate “from the retail to wholesale policy"". In consideration of the above situation, the above 1 is unsuitable to reality, and above 2 is unsuitable to timeliness, and the above 3 is the present adoption. The way of the above 4 is the best choice to stand on the reality and turn eyes toward the future.

중국 상법 체계의 특색과 "상법통칙"의 제정

이홍욱 ( Hong Wook Lee ) 단국대학교 법학연구소 2013 법학논총 Vol.37 No.4

Commercial Law is one of the legal phenomenon appeared in development of socialist market economy system after Reformation and Opening of China. China has adapted system of combination of civil and commercial law instead of separation of civil and commercial law. All commercial laws were regarded as civil law in those days legal theory. As China entered into social market economy system, the roll of commercial law was more and more important because of its own peculiarities and independent part from other legal parts. Commercial law in China has shown gradually developing features by enacting many individual commercial laws. it is in this period that Chinese characteristic commercial law has appeared. Both commercial laws and China`s reformation and opening economic development seem to be good partners going together especialy after establishing socialist market economy system. However, as many individual commercial laws have been enacted separately, there are many problems among these laws which appear double enacting and systematically and technically non unification and non cooperation. Because of lack of legal principle of unification, commercial laws have problems in contents and systems. In order to regulate well each commercial laws, it`s necessary to legislate “General Rule of Commercial Law” as a basic commercial law for systematizing and harmonizing with existing individual commercial laws like “General Rule of Civil law” as a basic civil law in China.

중국 회사 및 기업법의 개황

이홍욱 ( Hong Wook Lee ) 대구가톨릭대학교 사회과학연구소 2003 사회과학논총 Vol.2 No.-

중국 신 회사법상 법인격부인제도의 수용과 발전방안

이홍욱(Hong-Wook Lee),이지한(Ji-Han Lee) 한국비교사법학회 2008 比較私法 Vol.15 No.1

  In 2006, China undertook a major overhaul of its legal framework governing corporations by implementing a new Company Law. Much of previous Company Law was revised or eliminated, with many new provisions added. This development was much anticipated by Chinese and foreigners alike, as China’s previous corporate law was unable to keep pace with its fast-growing economy. One of the highlights of the new Company Law is its formal establishment of the concept of “piercing the corporate veil” in Chinese law.<BR>  The concept of piercing the corporate veil is a longstanding feature of the corporate law of capitalist economies. An important corporate form in such economies is the limited liability corporation(thereinafter LLC), a key attribute of which is that shareholders are not personally liable for corporate debts in excess of their investment in the LLC. Creditors seeking payment of debts or tort victims seeking redress generally can reach only the corporation’s assets, not those of its shareholders. At times, however, courts ignore this corporate fiction and treat a corporation’s debt as the debt of the corporation’s shareholders. In doing so, courts pierce the corporate veil.<BR>  The notion of piercing the corporate veil did not exist formally in Chinese statutory law prior to 2006. The New Company Law, however, allows courts to pierce the corporate veil under certain circumstances. While this change is welcome, China’s new Company Law fails to address important questions about the veil-piercing doctrine. Articles 20 and 64 are only partially successful in accomplishing the goals above. China’s nascent doctrine falls short in two areas. First, the 2006 Company Law provides insufficient guidance to courts about how to proceed with analyzing a veil-piercing case. Second, the law’s scope is unclear, or otherwise, too narrowly constrained. These shortcomings mean that considerable uncertainty remains for those who invest in or lend to LLCs. In addition, the extent of the judiciary’s power to pierce the corporate veil, as well as limitations on this power, remain less than clear.<BR>  This comment highlights legal ambiguities on two fronts?how the law is to be applied, and what its scope is. This shortcomings should be addressed in one of two ways. Either the State Council should promulgate additional regulations related to the New Company Law, or the Supreme People’s Court should issue to lower courts a judicial interpretation that establishes guidelines on how the new Company Law should be interpreted. Unless one of these steps is taken, creditors, investors, and shareholders alike will face continued uncertainty about when courts can pierce a corporate veil.<BR>  Should China proceed down such a path, it ought to stipulate how courts are to balance the various factors considered in their analysis. The Supreme People’s Court or State Council should clarify the applicable scope of the veil-piercing provisions of the New Company Law. China should clarify that the provisions apply in noncreditor context. Other jurisdictions have applied the doctrine more broadly. For example, in the United States, if the corporate form has been abused and the assets of the tortfeasor are insufficient, courts will mandate that a parent company compensate tort victims.<BR>  Formally recognizing veil piercing ends more than a decade of uncertainty over whether Chinese judges can pierce corporate veils. However, the new law is incomplete and introduces new problems. To correct these problems, the Supreme People’s Court or State Council should issue additional directives to clarify China’s veil-piercing doctrine. In addition, China should consider expanding veil piercing to antitrust and other contexts. Doing so would bring China’s veil-piercing doctrine more in line with international practice.