2012년도 상사법학계 동향과 개정회사법의 재무구조에 관한 주요 쟁점

Abstract

The Korean Commercial Code (the "KCC") was enacted as Act No. 1000 on January 20, 1962. In the fifty (50) years since its initial enactment, there have been several amendments. Recently, and for the first time, the KCC was amended in its entirety, which became effective on April 15, 2012. The amendments to the Companies section of the KCC are intended to provide companies with substantial freedom to operate, to advance and encourage improved corporate governance, to strengthen the transparency of management and to make it easier to effect corporate reorganizations. The general perception is that the most recent amendments to the Companies section of the KCC represent an improvement over the previous version, specifically with respect to requiring companies to procure and operate funds flexibly. However, because some portions of the KCC still do not rise to the level of global standards, I believe a continuous, ongoing review of the Companies section of the KCC is necessary. The recent amendments to the Companies section of the KCC incorporate several new provisions, such as the introduction of new types of entities such as L.P. and L.L.C., provisions on corporate governance, various classes of shares, the introduction of non-par value stock, etc., and introduce new systems that has resulted in vigorous academic debates and practical discussions, evaluations and interpretations thereof. Specifically, various opinions have been forthcoming in respect of whether there should be different classes of common stock, the acquisition and disposal of treasury shares, and the prohibition against a fiduciary's appropriation of business opportunities. In this thesis, I have reviewed some of the issues pertaining to the activities of key academies studying the KCC in 2012, such as the Korea Commercial Law Association, and also have provided an interpretation of the amended Companies section of the KCC.