현행 상법상 소수주주권 행사요건에 대한 고찰

Abstract

Minority shareholder rights are not the individual right for the interests of shareholders but for the public interest to exercise for the benefit of the entire company. Minority shareholder rights have a dual function to inhibit the arbitrary actions of individual shareholders at the same time shareholders can check the arbitrariness of a controlling shareholder or managers. The Commercial Code of the Republic of Korea have regulations on minority shareholder rights from the initial establishment of the state. On the other hand, special regulations for listed companies including minority shareholder rights were stipulated in the previous Securities Exchange Act. Securities Exchange Act was relaxed requirements on the number of shares compared the Commercial Code. But the Securities Exchange Act was required to retain for six months the stock of a specific quantity. The Supreme Court of Korea had ruled that requirements for minority shareholder rights of the Commercial Code and Securities Exchange Act can be applied selectively. In 2009, it was established in the Commercial Code that “this section shall apply in preference to other sections in this chapter” when Securities Exchange Act has been repealed and regulations on listed companies was incorporated in the Commercial Code. By this regulation the issue is whether requirements of minority shareholder rights in listed companies exclude the requirements of general company.