다중대표소송의 도입방안에 관한 연구

Abstract

Corporate lawyers in Korea have recently a hot discussion on the multiple derivative action again after the past renewal of Commercial Code Book in 2011. Prior to this trend, the new 'Park Keun-Hye' Government had declared to introduce the multiple derivative suit gradually in the wave of 'economic democratization'. The author tries to find an appropriate path to introduce the multiple derivative suit with worldwide case law. At first he analyzes the trend in the common law nations. And he finds there a common phenomenon out of the facts ; the wholly owned subsidiaries. Almost all the relevant facts have "the wholly owned" as a relation between the parent and the subsidiary. In the newest Delaware case, Lambrecht v. O'Neal, Merrill Lynch became a wholly owned subsidiary of Bank of America. In the Hong Kong Case of the year 2008, ‘Waddington Ltd. v. Chan Chun Hoo Thomas’, he can see also the wholly owned relation between the Playmates International and 'Profit Point'. In the fact of newest English case, ‘Universal Project Management Services v. Fort Gilkicker’, he can see also ‘a wholly owned subsidiary’, in which the defendant made some wrongdoing. In contrast to the common law nations, he cannot see any comparable legal development in the civil law states. Germany has the famous 'ITT' case, in which the minority shareholder of the subsidiary subrogated the vested right of sub-subsidiary against the parent. In Korea and Japan, there is nowadays a common trend to codify the multiple derivative suit. The author says as conclusion, that it is appropriate for the multiple derivative action to be developed judicially.