지주회사에 있어서의 여러 법적 분쟁의 해결방안에 관한 연구－ 지주회사 주주의 법적 이익을 중심으로 －

Abstract

This article is focusing the legal interest of the shareholders of the holding company. The methods of improving the rights of the them are generally explained through several theories such as the pass-through, or the piercing the veil of the corporate entity at present, but these theories have limitations themselves in the light of the existing company law. So, the revision of the statute including company law is needed to confirm the status of the shareholders of the holding company, and this paper will help searching the way of the realization of the rights of them. In the first place, this paper will introduce the theories, like the pass-through, to upgrade the rights of the shareholders of the holding company. The reason why the shareholders of the holding company should vote or sue over the present statute will be shown through those theories. In the second place, the scope of the rights of them will be shown-the voting rights in merger and sale of substantially all assets, election of directors, certificate amendment, and dissolution etc., and the scope is explained in case the subsidiaries which hold substantially all of the assets owned by the corporate complex, and which hold less than substantially all of them respectively. In the third place, I'll search the possibility of the double derivative action under present company law through analyzing the judgement. In conclusion, I arrange the discussion mentioned-above, and find out the desirable means of settling legal problems on holding companies. This article will help to solve the legal problems concerning the extension of the rights of the shareholders of the holding company, especially in voting rights and bringing the derivative action.