천경훈, 관계자거래에 따른 기업의 법적 리스크와 이사회의 역할, 기업법연구 31(4), 2017.12, pp.107-140.
Kyung-Hoon Chun, Legal Risks of Related Party Transactions and the Roles of the Board of Directors, BUSINESS LAW REVIEW 31(4), 2017.12, pp.107-140.
Legal Risks of Related Party Transactions and the Roles of the Board of Directors
Kyung-Hoon Chun
Related party transaction causes harm to the company in two steps: first by transferring the wealth of non-controlling shareholders to the controlling shareholders (or the wealth of shareholders as a whole to the managers) and second by causing harm to or otherwise interfering with the business of the company in the course of investigating and sanctioning the wrongdoers. However, it is difficult to determine ex ante whether a certain related party transaction will turn out to be illegal or otherwise cause civil/criminal liability of the persons involved. Such uncertainty partly stems from the intrinsic uncertainty of law and the ex ante nature of such determination. In such circumstances, the board of directors in charge of approving/disapproving a related party transaction must understand the inevitable uncertainty of the question. Its task should be more than simply approving or disapproving a transaction. Rather, its task should include more dynamic approach whereby the board inquires and modifies the substance and procedure of the transaction in order to make it “more legitimate” or “more persuasive” to the eyes of the ex post reviewer.
주제어(Key Words) 관계자거래, 자기거래, 계열회사, 룰, 스탠다드, 이사회 related party transaction, self-dealing, affiliate company, rule, standard, board of directors
천경훈, 관계자거래에 따른 기업의 법적 리스크와 이사회의 역할, 기업법연구 31(4), 2017.12, pp.107-140.
Kyung-Hoon Chun, Legal Risks of Related Party Transactions and the Roles of the Board of Directors, BUSINESS LAW REVIEW 31(4), 2017.12, pp.107-140.
Legal Risks of Related Party Transactions and the Roles of the Board of Directors
Kyung-Hoon Chun
Related party transaction causes harm to the company in two steps: first by transferring the wealth of non-controlling shareholders to the controlling shareholders (or the wealth of shareholders as a whole to the managers) and second by causing harm to or otherwise interfering with the business of the company in the course of investigating and sanctioning the wrongdoers. However, it is difficult to determine ex ante whether a certain related party transaction will turn out to be illegal or otherwise cause civil/criminal liability of the persons involved. Such uncertainty partly stems from the intrinsic uncertainty of law and the ex ante nature of such determination. In such circumstances, the board of directors in charge of approving/disapproving a related party transaction must understand the inevitable uncertainty of the question. Its task should be more than simply approving or disapproving a transaction. Rather, its task should include more dynamic approach whereby the board inquires and modifies the substance and procedure of the transaction in order to make it “more legitimate” or “more persuasive” to the eyes of the ex post reviewer.
주제어(Key Words) 관계자거래, 자기거래, 계열회사, 룰, 스탠다드, 이사회 related party transaction, self-dealing, affiliate company, rule, standard, board of directors