Hyeok Joon Rho, Analysis of Major Cases on Corporate Law in 2021, Human Right and Justice, Vol. 504 (2022), pp. 111-139.
<Abstract>
Among those decisions rendered by the Korean Supreme Court in 2021, this paper focuses on corporate law cases dealing with critical jurisprudence. Sixteen major Supreme Court decisions in this paper are classified as ① shares and shareholders, ② board and directors and ③ fundamental change, ④ other issues including piercing the corporate veil and statute of limitation 2021 has two en banc decisions. First, 2015Da45451 decision dealt with the validity of a transaction executed by representative director absent required board approval. The Supreme Court viewed the transaction valid for counterparty with good faith. Second, 2020Da284977 decision was about the form of litigation with special binding effects under the Korean Commercial Code (KCC). If multiple shareholder-plaintiffs raised those lawsuits stipulated by the KCC, the Supreme Court concluded, the procedures and evidences should be handled in a way that avoids contradiction and inconsistency. From practitioners’ viewpoint, the decision which generously affirmed liability of representative directors in breach of duty to monitor is quite critical (2017Da222368). The importance of internal control system gets hard to be overemphasized in management of larger firms.
<Keyword>
derivative action, CEO’s without shareholder inspection right, duty to monitor, drag-along right, piercing the corporate veil
Hyeok Joon Rho, Analysis of Major Cases on Corporate Law in 2021, Human Right and Justice, Vol. 504 (2022), pp. 111-139.
<Abstract>
Among those decisions rendered by the Korean Supreme Court in 2021, this paper focuses on corporate law cases dealing with critical jurisprudence. Sixteen major Supreme Court decisions in this paper are classified as ① shares and shareholders, ② board and directors and ③ fundamental change, ④ other issues including piercing the corporate veil and statute of limitation 2021 has two en banc decisions. First, 2015Da45451 decision dealt with the validity of a transaction executed by representative director absent required board approval. The Supreme Court viewed the transaction valid for counterparty with good faith. Second, 2020Da284977 decision was about the form of litigation with special binding effects under the Korean Commercial Code (KCC). If multiple shareholder-plaintiffs raised those lawsuits stipulated by the KCC, the Supreme Court concluded, the procedures and evidences should be handled in a way that avoids contradiction and inconsistency. From practitioners’ viewpoint, the decision which generously affirmed liability of representative directors in breach of duty to monitor is quite critical (2017Da222368). The importance of internal control system gets hard to be overemphasized in management of larger firms.
<Keyword>
derivative action, CEO’s without shareholder inspection right, duty to monitor, drag-along right, piercing the corporate veil