주식사회의 지배구조에 관한 법적 연구 - 법무부의 기업지배구조 개선 권고안을 중심으로 -

Abstract

Corporate governance, having been under discussion continuously, is one of the key issues

among the main tasks of the corporation law.

Owing to the separation of ownerships and management in the modern corporation law,

stockholders, the substantial owners of the corporations do not participate in the

management directly but entrust the business administration to professional management.

Accordingly, the main issues of the corporate governance are to promote the stockholders

interests and at the same time to enable the corporation to perform its social responsibilities

through reorganizing the administrative structure and watching whether the right of

management is properly used for the sake of the sound and efficient management.

In other words, it is a matter of the separation of the right and the responsibility between

the concerned parties so as the corporations to protect the stockholders interests and

positions as well as to perform the profit making activities which is its substantial objective.

The ultimate goal of the innovation of the corporate governance is to enhance the

corporate competitiveness by reinforcing the clear management, the fairness to stockholders,

the efficiency, and the responsibilities, and finally to maximize the value of the corporation

towards the investors.

Considering that in the current corporate governance a certain model as a result of the practice, the traditions, and the behavior patterns which are originated from economic and

legal system of each country should not be installed or forced, the several recommendations

suggested by the advice on the improvement of corporate governance should be carefully

approached considering our socio-economic foundations and adaptabilities of the

corporations in this country.

In this article I have suggested the critical opinion against the advice on the improvement

of Korean corporate governance by Ministry of Legislation so as to set up a desirable

direction on our corporate governance.