대소회사구분입법론* -주주 간의 분쟁해결을 위한 구분입법을 중심으로-

Abstract

The stock corporation which is the typical form of capital company can raise enormous funds from the general public and easily collect the capital invested by the freedom of stock transfer. In stock corporation, shareholders assume the limited liability and ownership and manage- ment are separated. Therefore the stock corporation fits to corporation which is large scale and which has a number of shareholders. But, contrary to the ideals of law, small and medium-sized corporations in capital scale or number of shareholders take the from of stock corporation. In Korea nearly 90% of total business associations take the form of stock corporation and more than 90% of stock corporations are small and medium-sized stock corporations. This stock corporation system is the system on the assumption of large scale public corporation. Therefore the gap between law and reality becomes greater. Especially close corporations may be afflicted by internal dissension, stalemate or deadlock. Here I suggest two methods to solve disputes between shareholders in close corporation. Firstly, it is the method to solve disputes through buy-out provision, arbitration(or mediation) provision, dissolution provision or split-up provision in articles of association. Secondly, it is the method to solve disputes through the appraisal right, shareholders` fiduciary duty, dividends right or dissolution in the Commercial Law.