Favoritism and Corporate Law: The Confused Corporate Opportunity Doctrine in the Hyundai Motor Case

Michigan Journal of Private Equity &Venture Capital Law Vol. 3, no. 1 (2013): 41-74.

U of Michigan Law & Econ Research Paper No. 13-010

35 Pages Posted: 12 Aug 2013 Last revised: 5 May 2016

Hwa-Jin Kim

Seoul National University School of Law; University of Michigan Law School

Seung Hwan Lee

Lee & Ko

Stephen M. Woodcock

Jenner & Block LLP

Date Written: August 12, 2013

Abstract

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.

Keywords: Corporate Law, Corporate Opportunity Doctrine

JEL Classification: G38

Suggested Citation

Kim, Hwa-Jin and Lee, Seung Hwan and Woodcock, Stephen M., Favoritism and Corporate Law: The Confused Corporate Opportunity Doctrine in the Hyundai Motor Case (August 12, 2013). Michigan Journal of Private Equity &Venture Capital Law Vol. 3, no. 1 (2013): 41-74.; U of Michigan Law & Econ Research Paper No. 13-010. Available at SSRN: https://ssrn.com/abstract=2308998 or http://dx.doi.org/10.2139/ssrn.2308998

Hwa-Jin Kim (Contact Author)

Seoul National University School of Law ( email )

San 56-1 Kwanak-gu, Shilim-dong
Seoul
Korea

University of Michigan Law School ( email )

625 South State Street
Ann Arbor, MI 48109-1215
United States

Seung Hwan Lee

Lee & Ko ( email )

C.P.O. Box 8735
18th Fl., Marine Center Main Building 118, 2-ka, Namdaemun-ro,
Chung-ku, Seoul
Korea

Stephen M. Woodcock

Jenner & Block LLP ( email )

330 N. Wabash Ave.
Chicago, IL 60611-7603
United States

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