전자주주총회에 관한 상법 개정안 소개 및 검토

Abstract

With the development of information and communication, electronicization is rapidly progressing in all areas. Electronicization in the field of commercial law, especially corporate law, has also been carried out in parallel with the development of IT technology. Accordingly, the Ministry of Justice submitted a bill to amend the Commercial Law (hereinafter referred to as the government amendment) to the National Assembly, with the main point of introducing and operating the electronic general shareholders' meeting. According to the government amendment, it is possible to notify the convocation of the general shareholders' meeting, proceed with the meeting, and exercise of voting rights through an 'electronic' method. However, the limitations of the government amendment are also clear. First of all, it leaves room for dispute over the extent to which the expression of 'electronic' words can be legally interpreted and applied. Recently, a ruling on whether 'Kakao Talk message' is also valid as a method of requesting the convocation of a general shareholders' meeting, but technologies such as metaverse, AI, and blockchain are one step further than 'Kakao Talk'. It is necessary to solve whether the electronic general shareholders' meeting to which these technologies are applied can be collectively interpreted as 'electronic' or 'electronic' methods. Next, the possibility of unfair opinions at the electronic shareholders' meeting remains. In line with the introduction of the electronic shareholders' meeting, the government amendment opened the chairman to decide on the postponement or continuation of the shareholders' meeting ex officio based on difficulties in proceeding with the meeting due to communication errors or electronic system risks. Previously, if a resolution against the management of the shareholders' meeting was made at the relevant shareholders' meeting, the chairman could be tempted to postpone or continue the shareholders' meeting, but the chairman could not unilaterally decide to postpone or continue the shareholders' meeting without a resolution. The government amendment does not have a separate device to check the unfair proceedings of the chairman or management due to communication problems or a suitable alternative to prevent such arbitrariness. Therefore, it is proposed to make it mandatory to designate the e-shareholders' meeting as a third external institution rather than having the management institution of the e-shareholders' meeting as a company. Sufficient opportunities to speak should be given to ensure free discussion of all shareholders who attended the shareholders' meeting, and in order to protect the right to speak, it is also proposed to divide the shareholders' equity ratio into groups and grant them the right to speak. Finally, it is whether minority shareholder rights are recognized in the change in the method of holding the electronic shareholders' meeting. Previously, only on-site shareholders' meetings with physical location were possible to be held, but according to the government amendment, shareholders' meetings can be held selectively from three types of shareholders' meetings. The government amendment does not specify the right of minority shareholders to change the holding of the full e-shareholders' meeting to another type of shareholders' meeting. In terms of protecting the rights of minority shareholders, the need for revision is confirmed.