경제환경의 변화와 회사법의 입법방향

Abstract

Over fifty years have passed since the Korean Commercial Act came into force in 1963. The Korean Commercial Act has been amended about twenty times so far, and the recent amendments made in 2011 represent the most large-scale revisions to the Act since its inception. The 2011 amendments have mainly amended the part of corporate law under the Korean Commercial Act in order to strengthen the competitiveness of Korean companies in international markets by establishing effective forms of corporate governance and market-oriented discipline. For instance, not only the regulatory scope of self-dealing restrictions is extended, but also the prohibition from usurping corporate opportunities, which is suitable for calling a revolutionary change in the business world, is newly introduced. At the beginning of new government in 2013, a new amendment proposal of the Korean Commercial Act was published. This is politically a fulfillment of the president’s public promise and legally a complementary measures for the 2011 amendments. The contents of the 2013 proposal include: the separate election of director who will be a member of audit committee in the listed corporation and a voting right limitation to any shareholder who holds more than 3/100 of the total issued and outstanding shares; introduction of the cumulative voting system and a mandatory electronic voting system in the listed corporation; introduction of double derivative suits; and prohibition of concurrently assuming the status of both officer and a chairman of the board of directors in the corporation which established a audit committee, including a enforcement of a officer system. The distinctive feature of the 2013 proposal is that most rules are mandatory ones applicable to the listed corporation or the corporation which is determined by Presidential Decree in consideration of the size of assets, etc. It is a very strong legislative approach compared with the 2011 amendments, which admits corporate self autonomy. The 2013 draft bill is ineffective at present due to the business group’s strong resistance, but there are rooms still left for the reargument in future. Nevertheless, Korean corporate law will be continually developed, globalized, and settled down through the efforts of resolving difficult conflicts around the corporation. How can we develop effectively our corporate law? It is a task of us all. This paper as a whole examined the recent amendment progress of corporate law, globalization of the corporate law, and some core legal issues related to Korean corporate law, which includes as follows: problems of severely unbalanced use of corporate forms, making a independent code of corporate law, difficulties in corporate governance, revitalization of the electronic shareholder’s meetings, fiduciary duty of the controlling shareholders, reorganization of the corporation. Finally, the author of this paper emphasized the appropriate role and the mission of corporate law to advance the aggregate national welfare by quoting the statements of other prominent scholars.