Favoritism and Corporate Law: The Confused Corporate Opportunity Doctrine in the Hyundai Motor Case
Seoul National University School of Law; University of Michigan Law School
Seung Hwan Lee
Lee & Ko
Stephen M. Woodcock
Jenner & Block LLP
August 12, 2013
Forthcoming: Michigan Journal of Private Equity &Venture Capital Law Vol. 3 (2013)
U of Michigan Law & Econ Research Paper No. 13-010
Core legal principles of U.S. corporate law are often met with perplexity in foreign jurisdictions – this is especially true when a particular principle remains controversial even in the U.S. This Article takes the corporate opportunity doctrine and examines how it has been exported to the civil law regime in Korea. Korean conglomerates such as Samsung Group and Hyundai Motor Group have become major players in the global market, but corporate law and practice in Korea have had a difficult time keeping up with the developments in the business sector. The Hyundai Motor Case demonstrates an ambitious but ill-fated attempt at adoption of U.S. corporate legal doctrine in Korea. This Article explains and analyzes the case and the new codified corporate opportunity doctrine rule in the Korean Commercial Code from a comparative perspective, and suggests that the dialogue surrounding the corporate opportunity doctrine in Korean legal and business communities are oriented in the wrong direction and that the new rule needs substantial refinement.
Number of Pages in PDF File: 38
Keywords: Corporate Law, Corporate Opportunity Doctrine
JEL Classification: G38
Date posted: August 12, 2013 ; Last revised: October 8, 2013
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