삼성의 인적 지배구조 변화와 그 법적 문제점

Abstract

As Lee Jae Yong's group dominance is strengthened due to the merger between Cheil Industries and Samsung C & T, the succession of Samsung over the three generations(Lee Byung-chul, Lee Kun-hee and Lee Jae-yong) was almost completed. Samsung's succession process was not normal. The management succession over the three generations was not merely inheritance of property but it contained legal problems that broke the foundations of the rule of law. The succession between Lee Byung-chul and Lee Kun-hee was succession using the foundation corporation and the nickname system(account of another person). Succession through the Cultural Foundation was illegal in that it violated the objectivity of a nonprofit corporation in civil law. The nickname system(account of another person or Stocks using other names) had violated the basic spirit of financial real-name system directly. The succession process of Samsung from Lee Kun-hee to Lee Jae-yong has gone beyond the mere problem of tax avoidance and has raised fundamental problems throughout the tax and the corporate legal system. Especially, the Everland case and the merger of Samsung C & T showed how Samsung Clan system had succeeded by deliberately avoiding and abusing the law. The problem of succession of the Samsung chaebol can not be grasped unless they are examined in historical and transitional contexts and we can not expect the legitimate action of the law. In conclusion, the merger between Cheil Industries and Samsung C & T is illegal. As a result of retroactive invalidation, Samsung C & T will return to old Samsung C & T and Cheil Industries before the merger will be resurrected, and current Samsung C & T should take the dissolution procedure. Lee Jae Yong, who has benefited from illegal succession, shall compensate the state and shareholders for damages equal to the gain obtained illegally. Still, judges are trying to isolate these cases individually and they are buried in a very formalist legal logic. As long as the judiciary does not deal with the cases more substantively and fairly, the judicial justice of the Republic of Korea will not stand upright.