미국 LLC법상 몇 가지 쟁점에 관한 고찰
A Study on Several Key Issues in U.S. LLC Law
0
조회
0
다운로드
1
인용
0
참고문헌
키워드
초록
In general, a Limited Liability Company(LLC) is a relatively new form of business entity and combines the organizational flexibility and pass-through tax treatment of a partnership with the limited liability protection of a corporation. According to the recent academic researches, there are some theoretical confusion surrounding Uniform Limited Liability Company Act(ULLCA, 1996) and Revised Uniform Limited Liability Company Act(RULLCA, 2006) in U.S., however, it will be somewhat meaningful to examine several detailed key issues in U.S. LLC law for reasonable construction and application of LLC provisions modelled after U.S. law which is coming into force from April 2012 under the Commercial Code in Korea. In chapter II, with the problem that the rules governing LLC may vary depending on whether the entity is member-managed or manger-managed, the matter of positional agent power is treated through reviewing the conflicting opinion between ULLCA and RULLCA. In chapter III and IV, the question of fiduciary duty and piercing the LLC veil is discussed and then in chapter V, derivative suit is debated seriously by way of taking the focus on the negative stance on the issues of its suitability. Around the effectivation of the provisions authorizing LLC in Korea, this humble article dealing with several key issues on U.S. LLC mentioned above would hope to be a little help to develop LLC legal system in the future.
Abstract
In general, a Limited Liability Company(LLC) is a relatively new form of business entity and combines the organizational flexibility and pass-through tax treatment of a partnership with the limited liability protection of a corporation. According to the recent academic researches, there are some theoretical confusion surrounding Uniform Limited Liability Company Act(ULLCA, 1996) and Revised Uniform Limited Liability Company Act(RULLCA, 2006) in U.S., however, it will be somewhat meaningful to examine several detailed key issues in U.S. LLC law for reasonable construction and application of LLC provisions modelled after U.S. law which is coming into force from April 2012 under the Commercial Code in Korea. In chapter II, with the problem that the rules governing LLC may vary depending on whether the entity is member-managed or manger-managed, the matter of positional agent power is treated through reviewing the conflicting opinion between ULLCA and RULLCA. In chapter III and IV, the question of fiduciary duty and piercing the LLC veil is discussed and then in chapter V, derivative suit is debated seriously by way of taking the focus on the negative stance on the issues of its suitability. Around the effectivation of the provisions authorizing LLC in Korea, this humble article dealing with several key issues on U.S. LLC mentioned above would hope to be a little help to develop LLC legal system in the future.
참고문헌 (23)
- 김병연, "이사의 충실의무와 영미법상 신인의무(Fiduciary duty)", 상사법연구, 24(3), pp.61~82 (2005), 한국상사법학회
- 박기령, "이사의 선관의무와 충실의무의 법사학적 기원에 관한 고찰", 상사법연구, 30(2), pp.477~506 (2011), 한국상사법학회
- 박세화, "유한책임회사제도에 대한 법이론적 검토", 법학연구, 48(1), pp.1105~1128 (2007), 법학연구소
- 송인방, "유한책임회사(LLC)에서의 법인격부인에 관한 고찰 － 미국 판례에 나타난 적용요건의 변화를 중심으로 －", 상사법연구, 26(4), pp.301~336 (2008), 한국상사법학회
- 양동석, "중소규모회사와 주주대표소송", 기업법연구, 6 (2000), 한국기업법학회
- 이철송, "회사법강의(18판)" (2010), 박영사
- 장근영, "영미법상 신인의무 법리와 이사의 지위", 비교사법, 15(1), pp.269~302 (2008), 한국비교사법학회
- 정동윤, "상법(상)" (2003), 법문사
- 최준선, "회사법" (2005), 삼영사
- 江頭憲治郞, "會社法大系(1)" (2008), 靑林書院
- 宍戶善一, "閉鎖會社と株主代表訴訟" (1996), 株主代表訴訟大系
- American Law Institute, "Principles of Corporate Governance: Analysis and Recommendations", American Law Institute, 2 (1994)
- Elizabeth S. Miller, "Are the Courts developing a unique Theory of Limited Liability Companiesor simply borrowing from other Forms?", Suffolk U. L. Rev., 42(617) (2009)
- James D. Cox, "Hazen on Corporations" (2003), Aspen Publisher
- Larry E. Ribstein, "The Rise of the Uncorporation" (2010), Oxford University Press
- Larry E. Ribstein, "Litigating in LLCs", The Business Lawyer, 64 (2009)
- Larry E. Ribstein, "An Analysis of the Revised Uniform Limited Liability Company Act", Va. L.& Bus. Rev, 3(35) (2008)
- Are Partners Agent?, "Larry E. Ribstein", ~, pp.Univ. of Illinois Law and Economic Research Paper No.LE08-004 (2008)
- Larry E. Ribstein, "Uniform Laws, Model Laws and ULLCA", U. Colo. L.Rev, 66(947) (1995)
- Laurence A. Steckman, "Derivative Standing for NewYork LLC Member- The Conflict Continues", OCT N.Y.St.B.J., 79(33) (2007)
- Rodney D. Chrisman, "LLCs are the New King of the Hill: An Empirical Study of the Number of New LLCs, Corporations, and LPs Formed in the United States between 2004-2007 and How LLCs were Taxed for Tax Years 2002-2006", Fordham J. Corp. & Fin. L., 15(459) (2010)
- Sandra K. Miller, "The Duty of Care in the LLC: Maintaining Accountability While Minimizing Judicial Interference", Neb. L. Rev., 87(125) (2008)
- Thomas E. Rutledge, "RULLCA Section 301-The Fortunate Consequences (and Continuing Questions) of Distinguishing Apparent Agency and Decisional Authority", Bus. Law., 64(37) (2008)