주주제안제도에 관한 비교법적 고찰

Abstract

The shareholder proposal right, which was introduced to protect shareholders from the board of directors and appointed managers, has not been used so frequently in the mood of shareholder's indifference to corporate governance. But after emerging of institutional investors, shareholder proposal rule attracts much more attention. In our commercial law we have shareholder proposal rule but it isn't stipulated in detail, compared with that of other country. In relation to the rule in our commercial law, some revisions of that rule or new stipulations are needed as follows. 1) some procedural regulations on rejecting the proposal, 2) some stipulations on proxy rules relating to the shareholder proposal rule, 3) the forbidden clause of repeated proposal, etc. Like other legal system, the shareholder proposal rule has not only the positive function that it helps the realization of corporate democracy, but the negative function that it interferes with the effective management of corporate. So besides the detailed legislation, we need to take into consideration the balancing of two different function in constructing that rule case by case in order to protecting the shareholder and corporate's benefit.