美國法上의 經營判斷의 原則에 관한 考察 = A REVIEW ON BUSINESS JUDGEMENT RULE IN AMERICAN LAW

다국어 초록 (Multilingual Abstract)

The business judgement rule in the American law has been developed in common law since the middle of 19 centuries, not only as a rule of the restriction of director's responsibilities for the stock holder when the stock holer claims damage against the director ofr the unreasonable business decision, but also as a rule of the restriction of the stock holder claiming cancelling or stopping the action of the director.
In short, the main purpose of the business judgement rule is that the director does not have to take responsibilities for the damage caused by him/herself, unless the damage satisfies some given requirements. The study has, in large, tried to review the role played by the above stated business judgement rule and its related theoretical problems. This shows that business judgement rule has been developed as a means of protection from responsibilities of the director, and that the court also has taken a position to have selfcontrol over the business decision taken by the director. This is because the business decision always contains a bit of unpredictable risks.
However, while business judgement rule has been established over the long run through the case laq, not only its requirements are not clear, but also it is not easy to define them.
In general, while the style of expression of case law is very concise it has wide range of responsible immunity.
This has been more notable through the development of offensive usuage. but as it includes the risk of killing representative suit, the rightness of offensive usuage has a turning point to be reviewed.
On the final decision of the representative suit by suit committee, when business judgement rule is applied literially, responsible immunity than that of defensive usuage.
This means that offensive usuage faces some critical problems.
In short, whether or not the application of business judgement rule is depends on values whether or not the protection of the interests of the stock holder is superior to that of the position of the director.
Now it is time to revies the role to be played by suit law as a suppressible means of offensive usuage.

목차 (Table of Contents)

• 目次
• Ⅰ. 序論
• Ⅱ. 沿革
• Ⅲ. 現狀
• 1. 來의 用法
• 2. 代表訴訟에의 適用
• 3. tender offer 와의 關聯
• 4. 學說
• Ⅳ. 檢討
• Ⅴ. 結論