株式會社の 機關に 關す る比較法的硏究

廉正義 한국기업법학회 1994 企業法硏究 Vol.1 No.-

美國法上의 經營判斷의 原則에 관한 考察

廉正義 호남대학교 1986 호남대학교 학술논문집 Vol.7 No.1

The business judgement rule in the American law has been developed in common law since the middle of 19 centuries, not only as a rule of the restriction of director's responsibilities for the stock holder when the stock holer claims damage against the director ofr the unreasonable business decision, but also as a rule of the restriction of the stock holder claiming cancelling or stopping the action of the director. In short, the main purpose of the business judgement rule is that the director does not have to take responsibilities for the damage caused by him/herself, unless the damage satisfies some given requirements. The study has, in large, tried to review the role played by the above stated business judgement rule and its related theoretical problems. This shows that business judgement rule has been developed as a means of protection from responsibilities of the director, and that the court also has taken a position to have selfcontrol over the business decision taken by the director. This is because the business decision always contains a bit of unpredictable risks. However, while business judgement rule has been established over the long run through the case laq, not only its requirements are not clear, but also it is not easy to define them. In general, while the style of expression of case law is very concise it has wide range of responsible immunity. This has been more notable through the development of offensive usuage. but as it includes the risk of killing representative suit, the rightness of offensive usuage has a turning point to be reviewed. On the final decision of the representative suit by suit committee, when business judgement rule is applied literially, responsible immunity than that of defensive usuage. This means that offensive usuage faces some critical problems. In short, whether or not the application of business judgement rule is depends on values whether or not the protection of the interests of the stock holder is superior to that of the position of the director. Now it is time to revies the role to be played by suit law as a suppressible means of offensive usuage.

2001학년도 호남대학교 신입생의 정신건강 특성에 관한 연구

염정의,오승환 호남대학교 2001 호남대학교 학술논문집 Vol.22 No.1

This study analyses the characteristics of mental health of 2001 freshmen. The instrument used was SCL-90-R which consisted of 90 items. SCL-90-R give information on Somatization, Obsessive-Compulsive, Interpersonal Sensitivity, Depression, Anxiety, Hostility, Phobic Anxiety, Paranoid Ideation and Psychoticism. As a result, the characteristics of mental health seem to be generally better than that of normative group. In particular, the mental health of freshmen shows dependence on socio-demographic variables(sex, social economic status, growth region and high school satisfaction) and don't make any difference on region and college. The corelation mental health and adaptation of problem is statistically significant and the mental health has positive effect on adaptation of freshmen. Based on the results, the summary and recommendations are presented.

2002학년도 호남대학교 신입생의 정신건강 특성에 관한 연구

염정의,오승환 호남대학교 2002 호남대학교 학술논문집 Vol.23 No.1

This study analyses the characteristics of mental health of 2002 freshmen. The instrument used was SCL-90-R which consisted of 90 items. SCL-90-R give information on Somatization, Obsessive-Compulsive, Interpersonal Sensitivity, Depression Anxiety, Hostility, Phobic Anxiety Paranoid ldeation and Psychoticism. As a result, the characteristics of mental health seem to be generally better than that of normative group. In particular, the mental health of freshmen shows dependence on socio-demographic variables (sex, social economic status, growth region and high school satisfaction) and don't make any difference on region and college. The corelation mental health and adaptation of problem is statistically significant and the mental health has positive effect on adaptation of freshmen. Based on the results, the summary and recommendations are presented.

理事의 忠實義務論

廉正義 湖南大學校 1987 호남대학교 학술논문집 Vol.8 No.1

This has been developed onthe base of the fiduciary relationship of board of director system of centralism of board of firector between companies and directors at the Anglo-American formlaw. With the motive of fiduciary relationship, the given higthest duty to the director is a duty of loyalty. He hs to perform the endowed power according to the company-lay's advantage to the objact of sincerity and justice, and in case of the conflict has happened between the social benefit and directors, individual benefit, his private profit shall be sacrificed and decide the intention which will not conclude the contract confliction between the company benefit and director's individual benefit. Generally, comany-law of continental-law system is, due to the attorney concerned between director and company, the director has to have the obiligational character of a virtuous administrator. At the Anglo-American company-law thereis fiduciary relationship between director and company, ad recongnized the director to have duty of loyalty, therefore both parties are againt, however, it would not certinlly be supposed in the relaation choose either one party. Our commercial law adopted director's cenntralism with the hisgest organization of legal decision concerning the company's enterprise management with the borad of directors, thus the legal based which needs fiduciary duty of the directors is formed. Certainly it will be recongnized the Fiduiary Duty of the Directors.

株式會社의 監事制度에 관한 硏究

廉正義 호남대학교 1991 호남대학교 학술논문집 Vol.12 No.1

The organization and operation of joint-stock company, a representative form of business enterprise of modern capitalistic economic organization, becomes the object of national concerns in that its economic ruling power has great effects on national economy. Especially, joint-stock company reveals strong public property by the enlargement of its organization through concentrating public capital, separating its management from ownership, and forming complicated interests to the enterprise of multiple interested parties. It, therefore, requires such auditor system us to foster sound business enterprise and to manage and audit it reasonably. On such circumstances, the study reviews the examples of foreign law-making on the auditor system, and suggests several law theories to enable on auditor to do his or her best for a protector of the enterprise.

獨逸에서의 原因關係에 基礎한 어음抗辯理論

廉正義 호남대학교 인문사회과학연구소 1997 人文社會科學硏究 Vol.4 No.-

株主總會制度의 改善方案

廉正義 한국기업법학회 1996 企業法硏究 Vol.2 No.-

法人格否認의 法理에 관한 北較法的 考察

廉正義 호남대학교 1989 호남대학교 학술논문집 Vol.10 No.-

The Doctrine of Disregard of the Corporate Entity has been developed by American Court as a positive regulation of abuse of Corporate Entity. This theory indentifies the corporation and its members through disregard of the Corparate Entity, when the abuse of Corporate Entity results in illegality or injustice. In order words the court disregards the separate Corporate abuse of Corporate Entity is that it denies the Corporate Entity in the particular case, presuposing general recognition of the Corporate Entity instead of absolute denying. This merit can be evaluated highly in terms of "the ideal of maintenance of the enterprise" of the commercial law. Now, what is the reason for disregard of Corporate Entity in such cases ? Corporate system is nothing but a legal institution and corporate Entity is endowed by law. And "public convenience" and "Justice and Equity" is what the law pursues. So Corporate Entity as a legal institution must not contradict to this pursuit and if there is the abuse of Corporate Entity harmful to this, it must be rejected by law. This is the theorical ground of the Doctrine of Disregard of the Corporate Entity.

2000학년도 호남대학교 신입생의 정신건강 특성에 관한 연구

오승환,염정의 호남대학교 2000 호남대학교 학술논문집 Vol.21 No.1

This study analyses the characteristics of mental health of 1997 freshmen. The instrument used was SCL-90-R which consisted of 90 items. SCL-90-R give information on Somatization, Obsessive-Compulsive, Interpersonal Sensitivity, Depression, Anxiety, Hostility, Phobic Anxiety, Paranoid Ideation and Psychoticism. As a result, the characteristics of mental health seem to be generally better than that of normative group. In particular, the mental health of freshmen shows dependence on socio-demographic variables (sex, social economic status, growth region and high school satisfaction) and don't make any difference on region and college. The corelation mental health and adaptation of problem is statistically significant and the mental health has positive effect on adaptation of freshmen. Based on the results, the summary and recommendations are presented.