주식회사 내부자의 자기거래에 관한 연구 = A Study on Insider Dealing in Stock Company

다국어 초록 (Multilingual Abstract)

The insider such as director, controlling shareholder, and employee of stock company can be accessible to the inside information that is not open to the public and have influence on managing the company. As the insider does self-dealing with the company, he is liable to act unfairly in a purpose for his own profit. In this circumstance, the unfair self-dealing between insider and the company harms the interests not only of shareholder and creditor but also of company itself. Therefore it is necessary to regulate this kind of unfair self-dealing.
The Korea commercial code Article 398 is leaving a rule to limit self- dealing between a director and company, The best way to prevent unfair self-dealing between insider and company is that minor shareholder is able to cancel such an self-dealing. But the article 398 is not enough to do in case that the self-dealing is related to the 3rd party.
The Korea commercial code Article 401-2 established newly through a revision in 1998 regulates unfair dealing between controlling shareholder and the company. But the article 401-2 treats the controlling shareholder as the director in self-dealing.
What is worse, the Korea commercial code is putting no rule on unfair self-dealing between company employee and the company.
I emphasize that the best method to protect the interest of minor shareholder and the company itself is to cancel the unfair self-dealing between a company insider and company, and that the most effective way to allow minor shareholder to cancel the unfair self-dealing is to revise the Korea commercial code.

참고문헌 (Reference)

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