• Journal of the Korea Society of Computer and Information
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• v.6 no.4
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• pp.188-205
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• 2001

Insurer's duty of declaration is based on reciprocity of principle of the highest good, and recently it is widely recognized in the British and American insurance circles. The conception of fiduciary relationship is no longer equity or the legal theory which is only confined to the nations with Anglo-American laws. Therefore, recognizing the fiduciary relationship as the essence of insurance contract, which is more closely related to public interest than any other fields. will serve an efficient measure to seek fair and reasonable relationship with contractor, and provide legal foundation which permits contractor to bring an action for damage against violation of insurer's duty of declaration. In the future, only when the fiduciary relationship is approved as the essence of insurance contract, the business performance and quality of insurance industry is expected to increase. Therefore, to keep well this fiduciary relationship, or increase the fiduciary relationship persistency rates seems to be the bottom line in the insurance industry. In this paper, we developed a fiduciary relationship maintenance ratio based on comparison by case, which is represented with usually maintained contract months to paid months, based on each contract of the basis point. In this paper we have developed a new business model seeking the maximum profit with low cost and high efficiency, management policy of putting its priority on its substantiality, as an improvement measure to break away from the vicious circle of high cost and low efficiency, and management policy of putting its priority on its external growth(expansion of market share).

• Journal of Legislation Research
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• no.41
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• pp.367-399
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• 2011

This Article examines the regulation of outsider trading under the Financial Investment Services and Capital Markets Act (the "Capital Markets Act"). Outsider trading occurs when a market participant who is not a traditional corporate insider trades securities based on either "inside" or "outside" nonpublic information. Unlike "inside" information, "outside" information is referred to as information not derived directly or indirectly from the issuer. "Outside" information includes both "corporate" and "market" information. "Corporate information" is information about events or circumstances which affect the company's assets or earning power. "Outside corporate information" is information about the company's assets or earning power not derived directly or indirectly from the issuer. "Market information" is information about events or circumstances which affect the market for a company's securities but which do not affect the company's assets or earning power. The Capital Markets Act prohibits both "temporary insiders" from using "corporate" information in trading securities and "outsiders" from using "market" information, such as (i) information regarding the initiation or discontinuance of a tender offer; or (ii) information regarding acquisition or disposition of stocks in bulk. However, the Act does not encompass circumstances (i) where an outsider trades securities based on confidential corporate information obtained through certain types of wrongful conduct; (ii) where an outsider trades securities based on corporate information obtained through eavesdropping; and (iii) where an outsider trades securities based on either outside corporate information or market information created by the outsider himself. In order to plug a few of the gaps left open in the law of outsider trading under the Capital Markets Act, this Article suggests that regulators adopt a relatively broad reading of the scope of ${\S}$ 178(1) of the Act, which is similar to SEC Rule 10b-5, to include outsiders with no relationship to the corporation that had issued the securities. Since ${\S}$ 178(1) of the Act does not require "deception" for liability, it would seem to evade the limitations imposed by the U.S. misappropriation theory. Key Words : Outsider Trading, Insider Trading, Material Nonpublic Information, the Capital Markets Act, Misappropriation Theory, Fiduciary Theory.

• Journal of Arbitration Studies
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• v.17 no.1
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• pp.57-75
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• 2007

Ever since franchising emerged in the industry of distribution, it has been growing explosively in the U.S.A. and all other countries as well. It is a method of expanding a business by licensing independent businessman to sell the franchiser's products and/or services or to follow a format and trade style created by the franchiser using the franchiser's trade marks and trade names. Franchising is a form of business that touches upon many different areas of law including, but not limited to, general contract law, general principles of commercial law, law of intellectual property, competition law, fair trade practices law and other industry specific laws e.g., the Fair Practices in Franchising Act in Korea. Arbitration is a long established, legally recognized procedure for submitting disputes to an outside person(s), mutually selected by the parties, for a final and binding decision. Despite its merits as an alternative dispute resolution, it has been criticized, on the other hand, particularly by franchisees' attorneys on the ground that even though it is required to protect the franchisees against the enforcement of pre-dispute arbitration agreements because of the franchisees' paucity of bargaining power vis-a-vis the franchiser, arbitration cannot afford it. Until recently, however, little has been written about the legal issues pertaining to franchise agreement and arbitration clause contained therein in Korea. This treatise reviews the cases and arguments in relation to the subject especially of the U.S.A., which have been accumulated for decades. The issues addressed herein are the pre-emption by the FAA, the disputes to be arbitrated, the selection and qualification of arbitrators, the place of arbitration hearings and the evidentiary rules applicable, the expenses of arbitration, theory of fiduciary duty and the like, all of which are relevant to franchise agreement.

• Journal of the Korea Academia-Industrial cooperation Society
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• v.14 no.1
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• pp.85-93
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• 2013

While relatively many researches have been performed on the legal issues of leverage buyout(LBO) in the Korean capital market, the on-going 'interdisciplinary studies' between the legal and the financial aspects of LBO financing structure seems to be relatively few so far. In this particular study, the concept and major financing structures on LBO have been discussed, by which domestic investors including institutional investors, may acquire in-depth knowledge on the issue given the dynamically changing circumstances surrounding the Korean domestic capital market. Moreover, legal analyses related to the conventional case studies on two types of LBO structures such as 'asset-backed LBO' and 'merger-related LBO', have been illustrated, coupled with the review of the previous literature on mergers & acquisitions(M&A) related to the financial aspects of LBO financing structure. From the director's perspective, who is employed by an acquired firm, legal issues in terms of 'fiduciary duty' and 'duty of loyalty' have been discussed, along with the logical scope of 'business judgement principle' in terms of modern finance theory.