주주 우선의 기업지배구조, ESG 그리고 지속가능한 회사의 목적 - 미국에서의 판례와 논의를 중심으로 -

Abstract

The concept that the purpose of the company should be maximized solely for shareholder value is being replaced by the concept that it should be for stakeholders in society. In the stock market, stock prices are determined by shareholders' expectations for the future and it is virtually impossible to continue to increase shareholder value, so the company's value for customers who can exercise shareholder value in the long run is needed. This is because even if the focus is on shareholder value in the short term, it does not benefit shareholders as a result. Traditional corporate law scholars thought that the purpose of the company was to maximize the value of shareholders by increasing its profits. However, as environmental pollution intensified in the 21st century and global warming problems occurred, ESG management theory emphasizing corporate social responsibility, environment, society, and corporate democratic governance is emerging. On the other hand, if the company's public value is emphasized, the government's regulations on companies increase, and the government's regulations pose a threat to corporate autonomy and creativity. In order to guarantee the free management of corporate management, it is necessary to legislate the company's public value in the Commercial Act and use it as a trial norm in relation to the director's duty of care. It is also necessary to legislate the Business Judgment Rule, which are currently partially recognized in our courts, to ensure that management can make autonomous decisions. A company is an important and successful engine for creating wealth, but it can become an unethical giant that defiles the environment, exacerbates political and economic inequality, and does unfair things for its own financial gain. Due to global warming, global temperatures have risen, causing abnormal temperatures around the world. In recent years, drought persists in some states in the United States, and at the same time, flooding occurs in some states. The climate problem is also said to be closely related to the recent spread of infectious diseases. It is analyzed that the habitat of bats has changed due to climate change, which has a close impact on human dwellings. As such, the environmental problem is no longer a future crisis, but an urgent crisis everywhere on the planet. Recently, discussions on ESG management began with the recognition that it was a premise of the global crisis. The problem of the global environment is not a problem that only countries can solve. Already, companies will be a bigger economic organization than a small country, and if they can cooperate in the private sector, it will help with global environmental issues.