일본 판례 평석: 회계장부열람청구의 거부사유로서의 ‘실질적인 경쟁관계’ - 樂天 대 TBS 회계장부 등 열람․등사 청구 사건 -

Abstract

The minority shareholders have the right to claim of inspection of the acc ounting books and records. But the corporation can refuse the claim of inspe ction of the accounting books and records if it has the refusal reasons again st the claim of the minority shareholders. The refusal reasons to cope the exercise of the right to inspect the accou nting books and records are a very important problem. The corporations ten d to refuse the claim, because the permission of inspection can flow the se cret of corporation or disturb the management of business. Hereupon, Korean Common law states that corporations can prove the unf airness of the claim and refuse it. But Korean Common law has an abstract and comprehensive provision. Contrary to Korean Common law, Japanese Co rporation law has the concrete provision about the refusal reasons against t he claim of the minority shareholders. Such refusal reasons have had a stro ng influence on the interpretation of Korean Commercial law that does not have the concrete provision. In this article, I examine Japanese case on "the substantial competitive rel ations" as the refusal reasonand find out the implications. Especially I exami ne "when the 100% subsidiary of a competitor is a claimer" thoroughly, am ong "the substantial competitive relations".