주식회사의 현물출자 규제의 폐지에 관한 소고 - 기술지주회사를 중심으로 -

Abstract

This study seeks to examine the trend in the recently revised laws concerning the deregulation of investment in kind and problems following the revision centering on technology holding companies and make a full review of the abolition of the provision on investment in kind. The capital system of corporations was substantially improved with the recent revision of the Commercial Act; the revision covered the deregulation of investment in kind by corporations, and the legislation of the Enforcement Decree of the Commercial Act which stipulates the details entrusted by the revised Commercial Act is notified, providing the scope of exemption for the inspector in relation to investment in kind. The Enforcement Decree obliges the university to invest in a certain technology and have an external technology evaluation agency assess the technology particularly for the establishment of a technology holding company. In other words, the provision on investment in kind by a technology holding company is much more sensitive than that by regular corporations. On the other hand, the recently revised Promotion of Industrial Education and Industry-Academic Cooperation Act eased the minimum ratio for investment in technology by a technology holding company. Note, however, that the reason for fixing such ratio is unclear. The technology holding company only requires the legal basis that allows it to utilize the technology retained by the university, with the ratio for investment in kind as the condition for the establishment of the technology holding company to be abolished. In addition, it will be appropriate to resolve the issue of evaluating investment in kind through the director's duty of loyalty rather than having the inspector, appraiser, or external technology evaluation agency assess the value of the technology and report to the court as the capital system's role of protecting the creditor is being weakened along with the development of the capital market. Under the current circumstances, it seems appropriate for the provision on investment in kind as specified in the Commercial Act and Promotion of Industrial Education and Industry-Academic Cooperation Act to be abolished in general.