This paper studies on pre-modern or feudalistic characteristic of a chaebol (a korean conglomerate), in that the characteristic should be overcome for a chaebol to gain public confidence from citizen and strengthen international competitiveness. In generals this paper deals with the problems of family-ownership and emperor-ownership management in a chabol and the devices to overcome the problems from a viewpoint of legal establishment of responsible management systems. In particulars this paper studies the cases about succession of management power of chaebol Samsung to reason the importance of corporation interest as a criterion deciding unfairness of director's management discretion and impartial treatment rule. In conclusion this paper propose that modernizing corporate governance of a chaebol should be performed from a viewpoint of strengthening responsibility of directors, independence of outside directors, shareholder's rights, and tuning up the provisions of corporate law about group of corporations.

This paper studies on pre-modern or feudalistic characteristic of a chaebol (a korean conglomerate), in that the characteristic should be overcome for a chaebol to gain public confidence from citizen and strengthen international competitiveness. In generals this paper deals with the problems of family-ownership and emperor-ownership management in a chabol and the devices to overcome the problems from a viewpoint of legal establishment of responsible management systems. In particulars this paper studies the cases about succession of management power of chaebol Samsung to reason the importance of corporation interest as a criterion deciding unfairness of director's management discretion and impartial treatment rule. In conclusion this paper propose that modernizing corporate governance of a chaebol should be performed from a viewpoint of strengthening responsibility of directors, independence of outside directors, shareholder's rights, and tuning up the provisions of corporate law about group of corporations.

chaebol, convertible bond, corporation interest, succession of management power, law of corporate groups.