미국에서의 주식의 법적 성질

Abstract

In the U.S. corporate law, the legal nature of shares is limited, and the legal nature of shares is often the concept of property in precedent and theory. In addition, the U.S. corporate law still maintains a legal system affiliated with the common law, and many of the legal concepts for stocks are inherited by the British corporate law. But what they mean is not all that clear.BR Therefore, this article attempts to approach the central concept of stocks discussed in the United States through the analysis of precedents. Specifically, the concept of property, which is the premise of discussing the legal nature of stocks, is outlined, and then the discussion on the concept of intangible movable property, which is a representative concept of the legal nature of stocks, is summarized. As a clue to the review of specific legal problems arising from the legal nature of stocks, it is pointed out that the possibility of transfer may exist at the basis of the legal nature of modern stocks along with inherent rights, and that actual corporate behavior presents a modern task to urge a review of the existing stock essence.BR Stocks were initially recognized as representing ownership of material fluids, which are objects of investment made by shareholders through the company or investment made by the company itself. According to the legal concept, the understanding of the nature of stocks was converted from ‘property’ to intangible or human property and into intangible real estate. The substance was the abstraction and generalization of the concept of ownership. At the same time, it was the acquisition of the possibility of transfer due to a phased departure from the restrictions on the possibility of transfer in real estate. More essentially, it was a conscious and unconscious re-confirmation of the inherent rights of shareholders, which the concept of ‘property’ originally possessed. What made it possible is that the concept of ‘property’ itself achieved abstraction and generalization. Although capitalist economic relations were completed by this change of concept, ‘property’ below it means ‘control over gains by expectations that can be traded in the future’, and the freedom acquired by stocks is tantamount to freedom of transaction in the market. The abstraction of the stock concept supported this. In other words, it can be seen that the possibility of transfer exists at the root of the legal nature of modern stocks along with inherent rights. In response to the demand for transferability, the abstraction and bondization of stocks proceeded. It is thought that the discussion on the acceptance of class stocks or the attendance of shareholders at the general shareholders