Escherichia coli O157:H7 으로부터 rfb 유전자군의 cloning

김미수, 임재윤 忠北大學校部設基礎科學硏究所 2006 自然科學硏究 Vol.20 No.-

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마우스에서 고려홍삼 추출물의 단회 및 반복투여독성 평가

임숙희, 신선희, 장자영, 변상국, 이예은, 박동선, 전정희, 이용경, 이동만, 이세라, 김재승, 황방연, 노재섭, 남상윤, 윤영원, 김윤배 충북대학교 동물의학연구소 2005 Journal of Biomedical and Translational Research Vol.6 No.2

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Pseudomonas sp. CB-33이 생산하는 β-Xylosidase의 특성

유진환,김현구,김치경,임재윤 한국미생물생명공학회 ( 구 한국산업미생물학회 ) 1996 한국미생물·생명공학회지 Vol.24 No.2

Pseudomonas sp. CB-33 균주의 배양 상등액으로부터 ammonium sulfate 침전법, PEI 침전법, DEAE-Sephadex column chromatography, gel column chromatography 그리고 preparative disc gel electrophoresis를 이용하여 β-xylosidase를 정제하였다. 정제된 효소의 Km 값은 4.6 mM이었다. 효소활성의 최적 pH는 7.0이었으며 pH 6.5~9 범위에서 안정하였다. 최적 활성온도는 45℃였으며, 각 온도에서 30분 동안 정치하였을 때 35℃까지 안정하였다. SDS-PAGE에 의해 효소의 분자량을 측정해 본 결과 약 44,000dalton이었다. HG^2+, Cu^2+ 그리고 Zn^2+는 효소활성을 저해하였고, 여러 화학변형제로 효소에 처리해 본 결과 tyrosine과 tryptophan이 효소활성에 관여하고 있을 것으로 추정된다. 여러가지 기질에 대한 특이성을 조사해 본 결과 pNPX 뿐만 아니라 pNPA도 분해하였다. Xylan에 endoxylanase만을 작용시켰을 때보다 β-xylosidase와 endoxylanase를 혼합작용 시켰을 때 xylan의 가수분해도는 약 2배 정도 증가하였다. 그리고 Pseudomonas sp. CB-33 균주가 생산하는 xylan 분해효소는 oat spelt xylan보다 birchwood xylan에 보다 효과적으로 작용하였다. The β-xylosidase was purified 99-fold from the culture supernatant of Pseudomonas sp. CB-33 by ammonium sulfate precipitation, PEI precipitation, DEAE-Sephadex column chromatography, Sephadex G-75 gel filtration chromatography and preparative disc gel electrophoresis. Molecular weight of the enzyme was estimated to be 44,000 by SDS polyacrylamide gel electrophoresis. The enzyme has a pH optimum for activity at 7.0 and is stable over pH 6.5~9.0. The optimal temperature of the enzyme was 45℃, and it enzymatic activity was completely inactivated at 55℃ for 30 min. Km value of the enzyme for p-nitrophenyl- β-D-xylopyranoside was calculated to be 4.6 mM. The effect of various reagents on the β-xylosidase activity was investigated. The enzyme activity was completely inhibited by Hg^2+, Cu^2+, and Zn^2+. The β-xylosidase was inactivated by tryptophan-specific reagent, N-bromosuccinimide and the enzyme was competitively inhibited by xylose. The β-xylosidase and endoxylanase from Pseudomonas sp. CB-33 hydrolized xylan synergically. The purified enzyme also showed α-L-arabinofuranosidase activity.

제조합균주 E. coli Ck1092가 생산하는 2,3-Dihydroxybiphenyl Dioxygenase의 정제 및 특성

박효남,김영수,김영창,김치경,임재윤 한국미생물생명공학회 ( 구 한국산업미생물학회 ) 1996 한국미생물·생명공학회지 Vol.24 No.3

4-CB 분해균주인 Pseudomonas sp. P20으로부터 pcbC 유전자를 클로닝하여 얻은 E. coli CK1092로부터 2,3-DHBP dioxygenase을 분리, 정제하여 효소적 특성을 조사하였다. 효소의 정제는 acetone 침전, DEAE-Se-phadex A-25 ion exchange chromatography, preparative electrophoresis 방법으로 정제하였다. 2,3-DHBP dioxygenase의 분자량은 약 270 kDa으로 추정되며, SDS-PAGE에 의한 분자량은 34 kDa이였다. 따라서, 동일한 subunit 8개 존재하는 octamer로 추정된다. 이 효소는 2,3-DHBP에 대해 높은 기질특이성을 보였으며, 3-methylcatechol, 4-methylcatechol, 4-chlorocatechol에 대해서는 활성을 보이지 않았다. 2,3-DHBP에 대한 Km 값은 18 μM이였으며 30μM 이상의 기질농도에서 활성이 감소하였다. 효소활성의 최적 pH는 8.0이였으며, pH 7.0~10.0 범위에서는 안정하였고, 최적 활성 온도는 40~60℃이며, 60℃까지는 비교적 안정하였다. 또한, 이 효소는 Cu^2+, Fe^2+, Fe^3+ 이온들에 의하여 효소활성이 저해되었고, H_2O_2와 EDTA에 의해서도 활성이 저해되었으며, 10%의 유기용매에 의해서 안정화되지 않았다. 효소활성부위를 알아보기 위해 화학변형제를 처리해 본 결과 tryosine, tryptophan과 histidine이 효소활성에 관여할 것으로 추정된다. 2,3-DHBP dioxygenase was purified from E. coli CK1092 carrying the pcbC gene, which was cloned from 4-chlorobiphenyl-degrading Pseudomonas sp. P20. Purification of this enzyme was done by acetone precipitation, DEAE-Sephadex A-25 ion exchange chromatography, and preparative gel electrophoresis. The molecular weight of subunit was 34 kDa determined by SDS-PAGE, and that of native enzyme was about 270 kDa. It suggests that this enzyme consist of eight identical subunits. This enzyme was specifically active against only 2,3-DHBP as a substrate with 18 μM of Km value, but not catechol, 3-methylcatechol, 4-methylcatechol and 4-chlorocatechol. The optimal pH and temperature of 2,3-DHBP dioxygenase were pH 8.0 and 40~60℃. The enzyme was inhibited by Cu^2+, Fe^2+ and Fe^3+ ions, and was inactivated by H_2O_2 and EDTA. The lower concentrations of some organic solvents such as acetone and ethanol don't stabilize the activity of 2,3-DHBP dioxygenase. The enzyme was completely inactivated by adding the reagents such as N-bromosuccinimide, iodine and p-diazobenzene sulfonic acid.

이사의 자기거래와 공정성 요건

임재연(Lim Jai Yun) 성균관대학교 법학연구소 2009 성균관법학 Vol.21 No.2

This article deals with the self-dealing transaction between the director and the corporation under American corporate law and Korea Commercial Act(KCA) focusing on the fairness requirement. The duty of loyalty requires a fiduciary to act in the best interests of the corporation. Conflict of interest usually involves some form of self-dealing where the fiduciary is on both sides of transaction and in a position to receive a benefit unavailable to other shareholders or a corporation. The key aspect of self-dealing transaction is that the director and the corporation are on opposite sides of the transaction. More precisely, the transaction is concerned when three conditions are met: (1) the director and the corporation are on opposite sides; (2) the director has helped influence the transaction's decision to enter the transaction; and (3) the director's personal financial interests are at least potentially in conflict with the financial interests of the corporation, to such a degree that there is reason to doubt whether the director is necessarily motivated to act in the corporation's best interests. Article 398 of KCA provides that a director may effectuate a transaction with the company for his own account or for account of a third person only if he has obtained the approval of the board of directors. Under American corporate law, fairness is really the key element. There is greater judicial scrutiny of both the fairness of the process and the substance of the transaction. In most states, the important method of defending a self-dealing transaction against attack is by showing that it is, under all the circumstances, fair to the corporation. In nearly all states, fairness alone will cause the transaction to be upheld, even if there has been no approval by disinterested directors and no ratification by shareholders. When fairness is what really counts, there is still some practical benefit to the approval, a benefit which stems from standards of proof and the burden of proof. The burden of proof shifts when there has been director or shareholder approval. without such approval, the burden of proof is clearly on the director to show why the transaction is fair. Once there has been disinterested-director approval or shareholder approval, the burden shifts to the person who is attacking the transaction, who must now come forward with evidence of the transaction's unfairness. The draft of the revised KCA adopted a fairness test providing that the transaction is effectuated when the director has obtained the approval of the board of directors and the transaction is fair to the corporation. The shift of burden of proof employed by the U.S. courts is likely to have a great influence on interpretation of the KCA's fairness requirement.

미국회사법상 이사의 해임에 관한 연구

임재연(Lim, Jai Yun) 성균관대학교 비교법연구소 2008 성균관법학 Vol.20 No.3S

As a general rule, stockholders cannot act in relation to the ordinary business of a corporation. The body of stockholders have certain authority conferred by statute which must be exercised to enable the corporation to act in specific cases, such as consenting to the amendments to the articles of incorporation, merger, dissolution, sale of all or substantially all of a corporation's assets. Any action by shareholders relating to the details of the corporate business is necessarily in the form of an assent, request or recommendation. As a general rule, stockholders cannot act in relation to the ordinary business of a corporation. The body of stockholders have certain authority conferred by statute which must be exercised to enable the corporation to act in specific cases, such as consenting to the amendments to the articles of incorporation, merger, dissolution, sale of all or substantially all of a corporation's assets. Any action by shareholders relating to the details of the corporate business is necessarily in the form of an assent, request or recommendation. Notwithstanding that a shareholders' agreement requires maintenance in office of a particular director designated by a stockholder, director may be removed for cause since implicit in any agreement to maintain a particular director in office is director's duty to fulfill faithfully the requirements of his office. When shareholders attempt to remove a corporate director for cause, there must be service of specific charges, adequate notice, and full opportunity afforded to such director to meet the accusation. Whether cause exists for the removal of directors is subject to the judicial review. As a general rule, a director's organizing a competing company or accepting employment with a competing company, a director's allowing the payment of rebates contrary to the board's order and improper withdrawal of funds and payment have been held to constitute sufficient cause. In the absence of authorization by statute or charter or bylaws, the directors do not have the power to remove one of their members even for cause. If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal. In a corporation with a number of classes, with each class electing a specified number of directors, shareholders of a specific class should have exclusive power to remove the directors whom they elect. The court that removes a director may bar the director from reelection for a period prescribed by the court. The restriction of the removal of directors under cumulative voting or staggered terms and the prohibition of the reelection of directors removed by the court are highly recommended to be introduced to the Korean Commercial Code.

주주명부 열람권에 관한 연구

임재연(LIM Jai-Yun) 한국법학원 2008 저스티스 Vol.- No.105

본고는 미국회사법상 주주의 주주명부열람권에 관한 법적쟁점을, 특히 정당한 목적이라는 요건을 중심으로 다룬다. 주주명부는 다른 주주들과 연락을 하거나 위임장경쟁을 통하여 경영진에 도전하려는 주주에게는 매우 중요하다. 미국회사법상 주주는 경영진의 열람거부를 정당화할만한 부당한 목적이 없는 한 보통법상의 열람권을 가진다. 대부분의 주제정법도 주주의 제정법상의 열람권을 규정하는데, 이는 보통법상의 권리를 대체하기 위한 것이라기 보다는 보완하는 것이다. 정당한 목적은 주주로서의 이익과 합리적으로 관련되는 목적을 의미한다. 영업비밀을 입수하거나, 회사의 경쟁업자를 도우거나, 경영진을 괴롭히려는 것은 부당한 목적이다. 보통법의 일반원칙은 열람청구인에게 열람의 정당성을 증명할 책임을 부담시키지 않는다. 마찬가지로 대부분의 주제정법은 증명책임이 회사에게 있다고 규정한다. 만일 회사의 임원이 부당하게 주주의 열람권을 거부하는 경우, 주주는 회사 및 그 임원에게 열람을 허용하라는 명령을 법원에 청구할 수 있다. 상법 제396조 제2항에 의하면, 주주는 통상의 영업시간내에는 언제든지 주주명부를 열람, 등사할 수 있다. 국내에 주주명부열람권에 대한 판례와 이론은 아직 충분히 축적되지 않았지고, 상법은 주주명부열람권에 대하여 정당한 목적 요건을 명시적으로 규정하지 않는다. 그러나, 대법원은 주주명부를 포함한 장부와 기록에 대한 열람권은 정당한 목적을 요건으로 하고, 회사가 목적의 부당함을 증명할 책임이 있다는 견해를 확립하여 왔다. 미국회사법상의 주주명부열람권에 대한 제도 중에서, 합리적인 변호사비용을 포함한 소송비용을 회사가 지급하도록 명하는 것과, 열람청구를 한 주주의 열람자료의 이용과 배포에 대하여 합리적인 제한을 가하는 것은 상법의 적용에 있어서도 이를 도입하는 것이 바람직하다. This article deals with the shareholder's right to inspect the list of shareholders, focusing on proper purpose requirement under American corporate law. The list of shareholders is very important if a group of shareholders intend to communicate with other shareholders or challenge management in a proxy contest. A shareholder has a common law right to inspect corporate books and records unless there is an improper purpose that may justify management denial of a shareholder's claimed right of inspection. Most statutes also provide shareholder's right of inspection, which is generally viewed as supplementing rather than supplanting the common law right. A proper purpose means a purpose that is reasonably relevant to the shareholder's interest as a shareholder. A demand is improper if it is to obtain information as to business secrets, to aid a competitor or to harass the management. The general common law rule does not place the burden on petitioners to show the propriety of inspection. Similarly, most statutes place the burden on corporation. If the officers of a corporation wrongfully deny a shareholder the right to inspect its books and records, the shareholder can obtain a court order compelling the corporation and its officers to make the records available for inspection. Modern corporation statutes specifically set forth remedies for enforcing inspection rights. Any shareholder may demand, at any time during business hours, to inspect or copy the list of shareholders under Korean Commercial Code §396(2). There are not many cases and principles regarding shareholders' right to inspect the list of shareholders in Korea, and Korean Commercial Code does not expressly provide the proper purpose requirement for the inspection of the list of shareholders. However, the Korean Supreme Court has developed the view that a shareholder has a right to inspect corporate books and records including the list of shareholders when the purpose is proper, and that the burden of proving improper purpose is on the corporation. Among the various provisions and principles under American corporate law regarding the right to inspect the list of shareholders, the court's ordering the corporation to pay the shareholder’s litigation costs including reasonable counsel fees, and imposing reasonable restrictions on the use or distributing of the records by the demanding shareholders are highly recommended to be introduced in applying Korean Commercial Code.

美國聯邦證券法上證券의 定義에 관한 硏究

임재연(Lim, Jai Yun) 한국증권법학회 2008 증권법연구 Vol.9 No.1

예측정보 규제에 관한 연구

임재연(Lim, Jai Yun) 성균관대학교 법학연구소 2009 성균관법학 Vol.21 No.1

This article deals with the regulation on the soft information, or the forward-looking information under the U.S. federal securities laws and the Capital Market and Financial Investment Business Act(hereinafter referred to as CMFIBA). Article 119 (3) of CMFIBA provides the scope of forecast information including forecast or prospects for the financial status of the issuer, its business performance in the future, etc, and Article 125 (2) of CMFIBA adopted four safe harbor provisions including the description of being a forecast information, the grounds for judgement related to the forecast or prospect, good faith on the basis of a reasonable ground, and meaningful cautionary statements. Under the U.S. federal securities laws, the term forward-looking information means a statement containing a projection of revenues, income (including income loss), earnings (including earnings loss) per share, capital expenditures, dividends, capital structure, or other financial items. The issuer shall not be liable with respect to any forward-looking information if and to the extent that the forward-looking information is identified as a forward-looking information, and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those in the forward-looking information; or immaterial; or the plaintiff fails to prove that the forward-looking information if made by a natural person, was made with actual knowledge by that person that the statement was false or misleading; or if made by a business entity, was made by or with the approval of an executive officer of that entity, and made or approved by such officer with actual knowledge by that officer that the statement was false or misleading. Although U.S. federal securities laws require that known trends or uncertainties be disclosed in certain SEC filings, forward looking information needs not be disclosed. That is, the issuers are encouraged, but not required, to supply forward-looking information. However, issuers must include a section entitled MD&A in registration statement and in certain SEC filings. The MD&A affirmatively requires a certain amount of forward-looking disclosure. The MD&A section is intended to give the investor an opportunity to look at the company through the eyes of management by providing short-term and long-term analysis of the business of the company. The various tests employed by the SEC and the U.S. courts for the safe harbor requirements are likely to have a great influence on interpretation of the safe harbor requirements under CMFIBA by the Korean regulatory authorities and the Korean courts. The introduction of the MD&A in the U.S. securities laws to the Korean CMFIBA is highly recommended to enhance voluntary disclosure for the protection of the investors.

지배주식의 양도와 관련한 법적 쟁점 - 미국의 회사법과 증권법을 중심으로

임재연(Lim Jai Yun) 성균관대학교 법학연구소 2007 성균관법학 Vol.19 No.2

  Shares constituting a controlling interest in voting power usually can be sold at a premium because of the added benefits to the purchaser that flow from the ability to control the corporation.<BR>  Generally when controlling shareholders sell their shares, they are selling their personal property, which does not automatically implicate any breach of fiduciary duty. The general rule is that the controlling shareholders, in a normal situation, may sell for, and keep, the control premium.<BR>  However, some courts have found that in selling controlling shares, shareholder has a fiduciary obligation to protect the corporation and the other shareholders. For breach of fiduciary duty in connection with the sale of their controlling shares, they might be liable to the corporation for any resulting damages, or as is more frequently the case, for any profits realized by them.<BR>  Where the sale of controlling shares involves a breach of shareholder"s duty to the minority shareholders, they can recover their proportionate interest in any profits.<BR>  In those special situations where the general rule does not apply such as sale to looter, sale of office and diversion of corporate opportunity, the plaintiff who succeeds on the merits will receive ⅰ) return of the premium to the corporation, and ⅱ) payment of some portion of the premium directly to the non-controlling share.<BR>  The most important exception to the general rule is the looting exception. Controlling shareholders may not sell their shares to one who intends to loot the corporation by unlawful activities. Those who sell their controlling shares may be liable for their sale of control when it is foreseeable that the only reason of purchasing the shares at the premium is to loot the business.<BR>  A second major exception to the general rule allowing the controlling shareholders to sell for a premium, is sale of office theory. When a sale of control takes place, the directors usually resign and select the designated nominees of the purchaser to replace them as directors. These resignations raise an issue of whether an illegal sale of office has occurred.<BR>  The category of exception to the general rule allowing a control premium is diversion of corporate opportunity theory. The two main situations in which courts have found such a diversion are ⅰ) where the court decides that the control premium represents a business opportunity that the corporation could and should have pursued. and ⅱ) where a purchaser initially tries to purchase most or all of the corporation"s assets. and the controlling shareholders instead proposes him into purchasing the controlling shareholders" block at a premium.<BR>  The Korean legal system does not recognize any provision of the fiduciary duty of the controlling shareholders. which has been developed by the courts of U.S. The issues in this Article can be permitted only after the revision of Korean Commercial Code. Although adopting the fiduciary duty of the controlling shareholders into Korean legal system has positive and negative effects. the introduction thereof is highly recommended.