주식회사의 사단성
The Nature of Corporation as an Incorporated Association
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The primary mission of Corporate Law is the adjustment of interests that surrounds business corporations. For this mission, we should figure out the nature of business corporation. Business corporations are legal persons and incorporated associations. This paper focuses on the nature of corporation as incorporated association, especially on the scope of members of a corporation. For the adjustment of the interests of members of a corporation, we should know the members of a corporation. Gen- erally we regard shareholders as the only members of corporation and do not consider labors as members. But this conception is quite wrong because a corporation can not exist without labors. A corporation can survive and win profit through the social production, which is fulfilled by the combination of capital and labor. A corporation is incorporated association that is combined with shareholders, labors, and directors for the pursuit of profit. Corporations gain profit by social production and distribute the profit to shareholders as dividends, to labors as wages, and to directors as remuneration. This paper shows that the members of a corporation should include labors who invest their labor capital in the corporation and subject to the authority of the corporation. We should abandon the misconception that the shareholders are the only members of a corporation. Then we could protect the interest of cor- poration itself and whole members, not partial members of a corporation. Also, we could check the abuse of power of the controlling shareholders or directors.
Abstract
The primary mission of Corporate Law is the adjustment of interests that surrounds business corporations. For this mission, we should figure out the nature of business corporation. Business corporations are legal persons and incorporated associations. This paper focuses on the nature of corporation as incorporated association, especially on the scope of members of a corporation. For the adjustment of the interests of members of a corporation, we should know the members of a corporation. Gen- erally we regard shareholders as the only members of corporation and do not consider labors as members. But this conception is quite wrong because a corporation can not exist without labors. A corporation can survive and win profit through the social production, which is fulfilled by the combination of capital and labor. A corporation is incorporated association that is combined with shareholders, labors, and directors for the pursuit of profit. Corporations gain profit by social production and distribute the profit to shareholders as dividends, to labors as wages, and to directors as remuneration. This paper shows that the members of a corporation should include labors who invest their labor capital in the corporation and subject to the authority of the corporation. We should abandon the misconception that the shareholders are the only members of a corporation. Then we could protect the interest of cor- poration itself and whole members, not partial members of a corporation. Also, we could check the abuse of power of the controlling shareholders or directors.
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