Current Development of Company Law in the European Union (유럽주식회사법의 최근 동향에 관한 연구)
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- Journal of Legislation Research
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- no.41
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- pp.229-260
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- 2011
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European Union (EU) law has been a complex but at the same time fascinating subject of study due to its dynamic evolution. In particular, the Lisbon Treaty which entered into force in December 2009 represents the culmination of a decade of attempts at Treaty reform and harmonisation in diverse sectors. Amongst the EU private law fields, company law harmonisation has been one of the hotly debated issues with regards to the freedom of establishment in the internal market. Due to the significant differences between national provisions on company law, it seemed somewhat difficult to harmonise company law. However, Council Regulation 2157/2001 was legislated in 2001 and now provides the basis for the Statute for a European Company (or Societas Europaea: SE). The Statute is also supplemented by the Council Directive 2001/86 on the involvement of employees. The SE Statute is a legal measure in order to contribute to the internal market, and provides a choice for companies that wish to merge, create a joint subsidiary or convert a subsidiary into an SE. Through this option, the SE became a corporate form which is only available to existing companies incorporated in different Member States in the EU. The important question on the meaning of the SE Statute is whether the distinctive characteristics of the SE make it an attractive option to ensure significant numbers of SE registration. In fact, the outcome that has been made through the SE Statute is an example of regulatory competition. The traditional regulatory competition in the freedom of establishment has been the one between national statutes between Member States. However, this time is not a competition between Member States, which means that the Union has joined the area in competition between legal orders and is now in competition with the systems of company law of the Member States.Key Words : European Union, EU Company Law, Societas Europaea, SE Statute, One-tier System, Two-tier System, Race to the Bottom A quite number of scholars expect that the number of SE will increase significantly. Of course, there is no evidence of regulatory competition that Korea faces currently. However, because of the increasing volume of international trade and expansion of regional economic bloc, it is necessary to consider the example of development of EU company law. Addition to the existing SE Statute, the EU Commission has also proposed a new corporate form, Societas Private Europaea (private limited liable company). All of this development in European company law will help firms make their best choice for company establishment. The Delaware-style development in the EU will foster the race to the bottom, thereby improving the contents of company law. To conclude, the study on the development of European company law becomes important to understand the evolution of company law and harmonisation efforts in the EU.
With the development of the web, two-way communication and evaluation became possible and marketing paradigms shifted. In order to meet the needs of consumers, web design trends are continuously responding to consumer feedback. As the web becomes more and more important, both academics and businesses are studying consumer emotions and satisfaction on the web. However, some consumer characteristics are not well considered. Demographic characteristics such as age and sex have been studied extensively, but few studies consider psychological characteristics such as regulatory focus (i.e., emotional regulation). In this study, we analyze the effect of web style on consumer emotion. Many studies analyze the relationship between the web and regulatory focus, but most concentrate on the purpose of web use, particularly motivation and information search, rather than on web style and design. The web communicates with users through visual elements. Because the human brain is influenced by all five senses, both design factors and emotional responses are important in the web environment. Therefore, in this study, we examine the relationship between consumer emotion and satisfaction and web style and design. Previous studies have considered the effects of web layout, structure, and color on emotions. In this study, however, we excluded these web components, in contrast to earlier studies, and analyzed the relationship between consumer satisfaction and emotional indexes of web-style only. To perform this analysis, we collected consumer surveys presenting 40 web style themes to 204 consumers. Each consumer evaluated four themes. The emotional adjectives evaluated by consumers were composed of 18 contrast pairs, and the upper emotional indexes were extracted through factor analysis. The emotional indexes were 'softness,' 'modernity,' 'clearness,' and 'jam.' Hypotheses were established based on the assumption that emotional indexes have different effects on consumer satisfaction. After the analysis, hypotheses 1, 2, and 3 were accepted and hypothesis 4 was rejected. While hypothesis 4 was rejected, its effect on consumer satisfaction was negative, not positive. This means that emotional indexes such as 'softness,' 'modernity,' and 'clearness' have a positive effect on consumer satisfaction. In other words, consumers prefer emotions that are soft, emotional, natural, rounded, dynamic, modern, elaborate, unique, bright, pure, and clear. 'Jam' has a negative effect on consumer satisfaction. It means, consumer prefer the emotion which is empty, plain, and simple. Regulatory focus shows differences in motivation and propensity in various domains. It is important to consider organizational behavior and decision making according to the regulatory focus tendency, and it affects not only political, cultural, ethical judgments and behavior but also broad psychological problems. Regulatory focus also differs from emotional response. Promotion focus responds more strongly to positive emotional responses. On the other hand, prevention focus has a strong response to negative emotions. Web style is a type of service, and consumer satisfaction is affected not only by cognitive evaluation but also by emotion. This emotional response depends on whether the consumer will benefit or harm himself. Therefore, it is necessary to confirm the difference of the consumer's emotional response according to the regulatory focus which is one of the characteristics and viewpoint of the consumers about the web style. After MMR analysis result, hypothesis 5.3 was accepted, and hypothesis 5.4 was rejected. But hypothesis 5.4 supported in the opposite direction to the hypothesis. After validation, we confirmed the mechanism of emotional response according to the tendency of regulatory focus. Using the results, we developed the structure of web-style recommendation system and recommend methods through regulatory focus. We classified the regulatory focus group in to three categories that promotion, grey, prevention. Then, we suggest web-style recommend method along the group. If we further develop this study, we expect that the existing regulatory focus theory can be extended not only to the motivational part but also to the emotional behavioral response according to the regulatory focus tendency. Moreover, we believe that it is possible to recommend web-style according to regulatory focus and emotional desire which consumers most prefer.
The goal of this article is to examine the connection between creativity of unconscious and religion. Jung criticized how Freud's approach in studying the unconscious as a scientific inquiry focuses on the unconscious as reflecting only those which is repressed by the ego. Jung conceived of the unconscious as encompassing not only the repressed but also the variety of other psychic materials that have not reached the threshold of the consciousness in its range. Moreover, since human psyche is as individualistic as is a collective phenomenon, the collective psyche is thought to be pervasive at the bottom of the psychic functioning and the conscious and the personal unconscious comprising the upper level of the psychic functioning. Through clinical and personal experience, Jung had come to a realization that the unconscious has the self-regulatory function. The unconscious can make "demands" and also can retract its demands. Jung saw this as the autonomous function of the unconscious. And this autonomous unconscious creates, through dreams and fantasies, images that include an abundance of ideas and feelings. These creative images the unconscious produces assist and lead the "individuation process" which leads to the discovery of the Self. Because this unconscious process compensates the conscious ego, it has the necessary ingredients for self-regulation and can function in a creative and autonomous fashion. Jung saw religion as a special attitude of human psyche, which can be explained by careful and diligent observation about a dynamic being or action, which Rudolph Otto called the Numinosum. This kind of being or action does not get elicited by artificial or willful action. On the contrary, it takes a hold and dominates the human subject. Jung distinguished between religion and religious sector or denomination. He explained religious sector as reflecting the contents of sanctified and indoctrinated religious experiences. It is fixated in the complex organization of ritualized thoughts. And this ritualization gives rise to a system that is fixated. There is a clear goal in the religious sector to replace intellectual experiences with firmly established dogma and rituals. Religion as Jung experienced is the attitude of contemplation about Numinosum, which is formed by the images of the collective unconscious that is propelled by the creativity and autonomy of the unconscious. Religious sector is a religious community that is formed by these images that are ritualized. Jung saw religion as the relationship with the best or the uttermost value. And this relationship has a duality of being involuntary and reflecting free will. Therefore people can be influenced by one value, overcome with the unconscious being charged with psychic energy, or could accept it on a conscious level. Jung saw God as the dominating psychic element among humans or that psychic reality itself. Although Jung grew up in the atmosphere of the traditional Swiss reformed church, it does not seem that he considered himself to be a devoted Christian. To Jung, Christianity is a habitual, ritualized institution, which lacked vitality because it did not have the intellectual honesty or spiritual energy. However, Jung's encounter with the dramatic religious experience at age 12 through hallucination led him to perceive the existence of living god in his unconscious. This is why the theological questions and religious problems in everyday life became Jung's life-long interest. To this author, the reason why Jung delved into problems with religion has to do with his personal interest and love for the revival of the Christian church which had lost its spiritual vitality and depth and had become heavily ritualized.
Since 2000, the employment rate of small and medium enterprises (SMEs) has dwindled while the creation of new jobs and the emergence of healthy SMEs have been stagnant. The fundamental reason for these symptoms is that the economic structure is disadvantageous to SMEs. In particular, the greater gap between SMEs and large enterprises has resulted in polarization, and the resulting imbalance has become the largest obstacle to improving SMEs' competitiveness. For example, the total productivity has continued to drop, and the average productivity of SMEs is now merely 30% of that of large enterprises, and the average wage of SMEs' employees is only 53% of that of large enterprises. Along with polarization, rapid industrialization has also caused anti-enterprise consensus, the collapse of the middle class, hostility towards establishments, and other aftereffects. The general consensus is that unless these problems are solved, South Korea will not become an advanced country. Especially, South Korea is now facing issues that need urgent measures, such as the decline of its economic growth, the worsening distribution of profits, and the increased external volatility. Recognizing such negative trends, the MB administration proposed a win-win growth policy and recently introduced a new national value called "ecosystemic development." As the terms in such policy agenda are similar, however, the conceptual differences among such terms must first be fully understood. Therefore, in this study, the concepts of win-win growth policy and ecosystemic development, and the need for them, were surveyed, and their differences from and similarities with other policy concepts like win-win cooperation and symbiotic development were examined. Based on the results of the survey and examination, the study introduced a South Korean model of win-win growth, targeting the promotion of a sound balance between large enterprises and SMEs and an innovative ecosystem, and finally, proposing future policy tasks. Win-win growth is not an academic term but a policy term. Thus, it is less advisable to give a theoretical definition of it than to understand its concept based on its objective and method as a policy. The core of the MB administration's win-win growth policy is the creation of a partnership between key economic subjects such as large enterprises and SMEs based on each subject's differentiated capacity, and such economic subjects' joint promotion of growth opportunities. Its objective is to contribute to the establishment of an advanced capitalistic system by securing the sustainability of the South Korean economy. Such win-win growth policy includes three core concepts. The first concept, ecosystem, is that win-win growth should be understood from the viewpoint of an industrial ecosystem and should be pursued by overcoming the issues of specific enterprises. An enterprise is not an independent entity but a social entity, meaning it exists in relationship with the society (Drucker, 2011). The second concept, balance, points to the fact that an effort should be made to establish a systemic and social infrastructure for a healthy balance in the industry. The social system and infrastructure should be established in such a way as to create a balance between short- term needs and long-term sustainability, between freedom and responsibility, and between profitability and social obligations. Finally, the third concept is the behavioral change of economic entities. The win-win growth policy is not merely about simple transactional relationships or determining reasonable prices but more about the need for a behavior change on the part of economic entities, without which the objectives of the policy cannot be achieved. Various advanced countries have developed different win-win growth models based on their respective cultures and economic-development stages. Japan, whose culture is characterized by a relatively high level of group-centered trust, has developed a productivity improvement model based on such culture, whereas the U.S., which has a highly developed system of market capitalism, has developed a system that instigates or promotes market-oriented technological innovation. Unlike Japan or the U.S., Europe, a late starter, has not fully developed a trust-based culture or market capitalism and thus often uses a policy-led model based on which the government leads the improvement of productivity and promotes technological innovation. By modeling successful cases from these advanced countries, South Korea can establish its unique win-win growth system. For this, it needs to determine the method and tasks that suit its circumstances by examining the prerequisites for its success as well as the strengths and weaknesses of each advanced country. This paper proposes a South Korean model of win-win growth, whose objective is to upgrade the country's low-trust-level-based industrial structure, in which large enterprises and SMEs depend only on independent survival strategies, to a high-trust-level-based social ecosystem, in which large enterprises and SMEs develop a cooperative relationship as partners. Based on this objective, the model proposes the establishment of a sound balance of systems and infrastructure between large enterprises and SMEs, and to form a crenovative social ecosystem. The South Korean model of win-win growth consists of three axes: utilization of the South Koreans' potential, which creates community-oriented energy; fusion-style improvement of various control and self-regulated systems for establishing a high-trust-level-oriented social infrastructure; and behavioral change on the part of enterprises in terms of putting an end to their unfair business activities and promoting future-oriented cooperative relationships. This system will establish a dynamic industrial ecosystem that will generate creative energy and will thus contribute to the realization of a sustainable economy in the 21st century. The South Korean model of win-win growth should pursue community-based self-regulation, which promotes the power of efficiency and competition that is fundamentally being pursued by capitalism while at the same time seeking the value of society and community. Already existing in Korea's traditional roots, such objectives have become the bases of the Shinbaram culture, characterized by the South Koreans' spontaneity, creativity, and optimism. In the process of a community's gradual improvement of its rules and procedures, the trust among the community members increases, and the "social capital" that guarantees the successful control of shared resources can be established (Ostrom, 2010). This basic ideal can help reduce the gap between large enterprises and SMEs, alleviating the South Koreans' victim mentality in the face of competition and the open-door policy, and creating crenovative corporate competitiveness. The win-win growth policy emerged for the purpose of addressing the polarization and imbalance structure resulting from the evolution of 21st-century capitalism. It simultaneously pursues efficiency and fairness on one hand and economic and community values on the other, and aims to foster efficient interaction between the market and the government. This policy, however, is also evolving. The win-win growth policy can be considered an extension of the win-win cooperation that the past 'Participatory Government' promoted at the enterprise management level to the level of systems and culture. Also, the ecosystemic development agendum that has recently emerged is a further extension that has been presented as a national ideal of "a new development model that promotes the co-advancement of environmental conservation, growth, economic development, social integration, and national and individual development."