소수파주주의 합리적 기대의 보호-미국 법학계에서의 논의를 중심으로-

Abstract

Protection of Minority Shareholders' Reasonable Expectations in the United States This article focuses on the oppression of minority shareholders by the majority and how the reasonable expectations doctrine can be best applied to choose the appropriate remedy. The thesis of this article is a new theory that combines the best aspects of the economic theory of the corporation, the social relations theory, and strict fiduciary principles which have been developed in the United States. First, this article examines the evolution of shareholders' remedies in a closely held corporation in the United States, particularly focusing on oppression. Second, it shows how oppression has come to be defined according to the reasonable expectations of parties in several state courts and some state corporate statutes. Third, the article analyzes recent American case law and statutes that give more power to the reasonable expectations of minority shareholders. Fourth, the article explores some of the approaches that have been suggested by American scholars to cure the problems of minority shareholder oppression. Finally, it demonstrates that the social fiduciary relationship theory best satisfies the reasonable expectations of minority shareholders. Applying a social fiduciary relationship perspective better defines the issues and allows for a more just decision. It also helps shareholders determine what is really at stake when resolving disputes among themselves.