회계장부열람권의 청구 이유에 대한 비교법적 소고

Abstract

According to Article 466, Paragraph 1 of the Commercial Act, a shareholder who owns 3% or more of the total issued shares may request to inspect and copy the accounting books and records by submitting a written demand that specifies the reasons for the request. This provision is intended to give shareholders who are investors in the company the opportunity to supervise the management of the company's business and to recoup their investment at an appropriate time. One of the contentious issues in exercising the right of a shareholder to inspect accounting books is how specific the reasons for the demand should be. The most important precedent until recently was the Supreme Court's ruling in case 99da137 on December 21, 1999, which viewed that specific reasons should be stated in writing when giving the reasons for the demand from a general perspective. However, the Supreme Court has recently provided more specific criteria for judgment through its ruling in case 2019da270163 on May 13, 2022, signaling a new change in how shareholders exercise their right to inspect accounting books. This paper examines the implications for future exercise of shareholders' right to inspect accounting books by comparing and reviewing the views expressed in the aforementioned precedent and the decision in AmerisourceBergen Corp. v. Leb. Cnty. Emps' Ret. Fund by the Delaware Supreme Court.