株主의 代表訴訟에 관한 小考 = The Protection of Minority Shareholders

다국어 초록 (Multilingual Abstract)

It is admitted the shareholders' representative suit so as to seek their own interests in the law of a corporation in our country. But this system is being accepted significantly for the benefits of shareholder and corporation. It is also accepted in the law of England and America. This system allows the shareholders to the supervision right of their illegal acts in order to encourage their interests.
The commercial law in our country admits shareholders' representative suit for the interests of corporation. It also includes quite a few system to prevent the abuse of lawsuit, but there are many problems unsolved. So I'm going to exhibit several reform measures as followings.
First of all, if the shareholder of complainant institutes a lawsuit in our country, an inspector or a board of inspector should proceed the suit representing the corporation. The adjustment in this point is needed before the institution of lawsuit. Our country is admitting the system of a board of directors accepted in America. As a result, if the lawsuit committee is set up in board of directors and the qualification of member of lawsuit committee is restricted only to outside director, it is possible to reasonable and rational judgement. After all, it will be prevented that the lawsuit committee abuse the suit and institute the unreasonable suit.
In the second way, the minority shareholders' right is admitted by our commercial law so as to abuse the lawsuit in the qualification of suitor. But it is needed that the accuser's qualification is relieved as independent shareholders' right. Moreover, a variety of scheme for institution must be arranged only if the accuser speaks for the other shareholders' interest properly and the institution of lawsuit is helpful for the benefit for corporation.
Finally, the extent of ill will must be interpreted limitedly in the offer of security. Nowadays, if the accuser has an intention that do damage to the accused, it is interpreted as ill will in our country. However, in case of spreading of shareholders' representative suit, the management rationalization of corporation is promoted and then, the shareholder who hasn't the ability for the offer of security will do not institute the lawsuit. Therefore, the extent of ill will must be limited.

목차 (Table of Contents)

• Ⅰ. 序說
• Ⅱ. 法的 性質
• Ⅲ. 外國의 立法例
• Ⅳ. 우리 나라의 代表訴訟制度
• Ⅴ. 結語 - 改善方案