2011년 改正商法(會社編)의 主要內容 및 向後 課題

Abstract

Recently, the Commercial Code was dynamically amended or enacted for internationalization and advancement, and revised Commercial Code promulgated on 14 April 2011 and entered into force on April 15, 2012. The Commercial Code of 2011 which was amended or newly made more than 260 provisions is evaluated as the biggest one since the enactment of the Commercial Code in 1962. The revised Commercial Code mainly introduced new corporate forms such as the Limited Partnership(LP) and Limited Liability Companies(LLC) for promoting free and creative corporate management. Furthermore, it diversified and refined a class of shares, as well as introducing non par value share system for the facilitation of funding. It also simplified the inspector’ investigation and report procedure about investment in kind, and allowed set-off the payment of share with the consent of the corporate and acquisition of corporate’s own stock within the profit available for dividends. Moreover, it restricted the limit of a reserve fund and liberalized decision procedure of dividends. This revised Commercial Code not only diversified the kinds of bond but also abolished the limit of total amount of bond issuance. And it softened the merger consideration and exempted director’s liability. In addition, the amended Commercial Code introduced officer as well as compliance officer system, expanded the application scope of self-dealing and incorporated usurption of corporate opportunity for management transparency. Besides, the amended Commercial Code accorded accounting-related provisions with the International Financial Reporting Standard(IFRS) in order to allow the introduction of global standards for the advancement of the company’s management and adopted the electronic registration system of stocks and bonds. However, it still needs the complementary work for consistency between the provisions or systems which were mismatched because of lack of thorough examination before the amendment. Moreover the maintenance of provisions regarding corporate social responsibility(CSR) and business ethics for achieving economic democratization. And aside from this, there are some necessary parts to be considered such as modernization of penal provisions on the Code, reform of cumulative voting system, introduction of multiple derivative suit assuming of a holding company, improvement ways of electronic voting system, officer system reform for efficient corporate governance and introduction of the warrant and leveraged buy out(LBO).