종류주식의 다양화 및 경영권방어에 대한 판례 연구

Abstract

Classified stocks are stocks with special functions, such as the details of property, the exercise of voting rights at the general shareholders' meeting, redemption and conversion, etc., and are determined based on the articles of incorporation. Receive. Even if common stocks are understood as class stocks in order to protect the interests of common shareholders, in this case, it will be difficult to protect the interests of common shareholders. This is because the members of the general shareholders' meeting to approve the amendment of the articles of incorporation and the general shareholders' meeting consisting of common stocks are the same, so even if the latter system is acknowledged, there seems to be no way to neutralize the former resolution. In the end, common shareholders who end up opposing the introduction of new types of stocks that are more advantageous than common stocks should be considered as having no other means of remedy for their rights except by filing an affirmation of the amendment of the articles of incorporation afterwards. In the amendment to the Company Act, in the aspect of defense of management rights, the introduction of the issue limit of unvoting stocks, stocks with veto rights, stocks with appointment and dismissal rights, stocks with multiple voting rights, differential voting stocks, and new stock options were reviewed. It was not introduced into the revised commercial law due to criticism that it could be abused in defense and it did not fit well with our legal system. Therefore, under the revised Commercial Act, a means of defense of management rights using kind stocks should be devised.