Compaq Computer Corp. v. Horton 사건에 있어서 장부열람청구권의 정당한 목적에 관한 연구 = Study on Proper Purpose of Inspection Right in Compaq Computer Corp. v. Horton Case

다국어 초록 (Multilingual Abstract)

The shareholders' right to inspect stock ledgers and records of public corporations is a frequently litigated issue and is often pivotal in mergers and proxy contests. In Delaware, inspection rights are governed by section 220 of the Delaware Code. In addition to procedural requirements, the statute requires that shareholders seeking inspection have a "proper purpose." It is the equivocal definition of "proper purpose" that often leads to litigation.
The Delaware Supreme Court emphasized the traditional statutory interpretation of section 220 in Compaq Computer Corp. v. Horton. Furthermore, the court slightly broadened the definition of "proper purpose" by holding that a shareholder whose purpose was to solicit other shareholders to join a non-derivative suit against a corporation stated a proper purpose. Finally, the court affirmed the notion that some purposes are improper and that in some circumstances, shareholders' inspections of stock ledgers and stockholder lists should be denied. The supreme court's decision was significant because, while it broadened inspection rights, it still emphasized that these rights were limited.
Two notable issues arising under section 220 must be emphasized in order to understand Compaq's implications. The most important issue is the "proper purpose" requirement of section 220(b). The second relevant issue involves the burden of proof regarding proper purpose in inspection cases. To set the stage properly, it is first necessary to explain the statute's mechanics, including the procedural requirements for a shareholder to obtain inspection.
In Comqap, the Delaware Supreme Court examined a stockholder's demand to inspect Compaq Computer Corporation's (Compaq) stock ledger and related materials. The court reaffirmed prior case law by articulating the standards for finding proper purposes in section 220(b). Also, the court slightly broadened the definition of proper purpose. Specifically, the Compaq court found a proper purpose when a stockholder sought a stockholder list in order to solicit other stockholders' participation in a previously initiated, non-derivative lawsuit against the corporation and its directors.
Compaq v. Horton clarified the standard in Delaware for stock ledger and stockholder list inspections pursuant to section 220 of the Delaware Code. In Compaq, the court gave shareholders wide latitude to inspect these items, while maintaining that some limitations do remain. As a result, the door remains open for future litigation regarding what constitutes a "proper purpose."
The purpose of this note is to carefully analyze the Delaware Supreme Court's reasoning in Compaq case and its implications. Part Ⅱ analyzes the case itself, presenting the facts, procedure, and resoning of finding. Part Ⅲ discusses about provision of Delaware Corporate Law section 220 and analyzes the "proper purpose" requirement of section 220(b) and the burden of proof regarding proper purpose in inspection cases. Part Ⅳ examines provision of Corporate Law in Korea. Finally, Part V suggestes proposal things in present situation of korea.

목차 (Table of Contents)

• Ⅰ. 서
• Ⅱ. Compaq Computer Corp. v. Horton사건
• 1. 사실관계
• 2. 경과과정
• 3. 델라웨어주 대법원의 판결
• Ⅲ. 델라웨어주의 법규정
• 1. 델라웨어주 회사법
• (1) 열람의 주체와 절차
• (2) 정당한 목적
• (3) 입증책임
• 2. 판례의 분석
• (1) 델라웨어 회사법상 장부열람권의 정당한 목적과 입증책임
• (2) 정당한 목적에 대한 판단
• (3) 비대표소송에서의 정당한 목적
• (4) 부당한 목적의 유형
• (5) 주식원장의 열람의 문제
• Ⅳ. 우리나라 상법상 규정
• 1. 회계장부열람권
• 2. 주주명부열람권
• Ⅴ. 결론