발간사
요 약 ······························································································································ 1
제1장 서 론··························································································· 7
제2장 선행연구와 쟁점··························································································· 11
제1절 선행연구의 검토 ··················································································· 11
1. 국내 연구 ····························································································· 11
2. 해외 연구 ····························································································· 16
제2절 내부거래의 동기 ··················································································· 17
1. 내부거래의 의의 ··················································································· 17
2. 수직통합의 경제성 ··············································································· 19
3. 우리나라 재벌의 내부거래 ··································································· 24
제3절 내부거래 규제의 쟁점 ········································································· 28
1. 규제의 논거 ·························································································· 28
2. 규제 비판론과 평가 ············································································· 30
3. 규제의 필요성 ······················································································ 32
4. 공정거래법상의 내부거래 규제에 대한 주요 쟁점 ······························ 34
제3장 재벌 내부거래의 실태·································································· 43
제1절 기본정보 ······························································································· 43
1. 분석의 목적과 범위 ············································································· 43
2. 기초자료와 처리 ··················································································· 44
3. 선행연구 결과 ······················································································ 47
제2절 기업집단의 일반 현황 ·········································································· 48
1. 기업집단의 개요 ··················································································· 48
2. 기업집단의 규모 계층 ·········································································· 49
3. 경영주체별 기업집단 ············································································ 50
4. 상장회사의 비중 ··················································································· 53
5. 금융회사의 비중 ··················································································· 54
6. 전체 기업집단의 내부거래 ··································································· 55
제3절 내부거래의 실태 ··················································································· 56
1. 분석대상 기업집단 및 기업 ································································· 56
2. 분석대상 기업의 소유구조 ··································································· 58
3. 내부거래의 추세 ··················································································· 59
4. 내부거래와 소유구조 ············································································ 63
5. 총수 일가 지분율과 기업이익 ······························································ 68
6. 산업별 내부거래 ··················································································· 72
제4절 내부거래와 기업집단의 이익률 ···························································· 73
1. 기업집단의 경영성과 ············································································ 73
2. 내부거래와 기업성과 ············································································ 75
3. 소유구조와 기업이익 ············································································ 77
제5절 기업소유구조?내부거래?기업이익의 관계: 회귀분석 ························ 79
제6절 소결 ······································································································ 80
제4장 공정거래법적 규제······································································· 84
제1절 법령 현황 ·····························································································
1. 연혁 및 체계 ························································································ 84
2. 이사회 의결 및 공시제도 ····································································· 86
3. 불공정거래행위의 금지: 부당지원행위 ················································· 88
4. 특수관계인에 대한 부당한 이익제공 금지 ·········································· 92
제2절 법집행 실적 ·························································································· 94
1. 법집행의 흐름 ······················································································ 94
2. 규제 실적 및 내용 ··············································································· 97
3. 주요 심결례 ·························································································· 99
4. 부당내부거래 심결 사례의 특징 ························································· 107
제3절 평가와 개선방안 ················································································· 109
1. 규제의 논거 ························································································ 109
2. 규제기준 ····························································································· 114
3. 법집행의 개선 ····················································································· 116
제5장 회사법적 규제····························································································· 124
제1절 주요 법제 ···························································································· 124
1. 주식회사제도와 경영자의 사익추구 ··················································· 124
2. 배임행위의 처벌 ················································································· 126
3. 감시?견제 기능 ················································································· 129
제2절 법집행 추이 ························································································ 135
1. 배임행위 ····························································································· 135
2. 내부 통제?감시 기능 ········································································ 138
제3절 해외 사례 ···························································································· 140
1. 개요 ···································································································· 140
2. 내부거래의 규율수단 ·········································································· 142
3. 미국과 유럽의 동향 ············································································
4. 규제의 유효성 ····················································································· 153
제4절 소결: 평가와 개선방안 ······································································· 158
1. 평가 ··································································································· 158
2. 개선방안 ···························································································· 162
제6장 요약 및 정책과제······················································································· 167
제1절 내부거래의 실태 ················································································· 167
제2절 정책과제 ····························································································· 170
1. 공적 집행기능 ····················································································· 170
2. 사적 집행 ···························································································· 173
3. 사회적 인식의 변화 ············································································ 175
보 론 ······················································································································· 177
참고문헌 ······················································································································· 185
부 록 ······················································································································· 194
ABSTRACT ····················································································································· 207
