전자식 방법의 상법수용에 관련된 법률문제

Abstract

The amended Commercial Act (2009.5.28) has introduced electronic means into corporation’s public notice, register of shareholders, shareholders’ right to make proposal, minority shareholders’ right to demand extraordinary general meeting, exercise of voting right in disunity, exercise of voting right and exercise of concentrated voting right. Besides these the amendment Bill of Commercial Act has introduced the electronic register of shares, electronic register of shareholder's preemptive right, electronic register of bond and bondholder and convocation of bondholders’ meeting. These have the intent to raise the efficiency of management and also to be able to make shareholder's right to be exercised efficiently. These, however, have several problems not yet solved. As for electronic register of shares, the problems are raised, how to inspect the register and the delay of register. In electronic notification between corporation and shareholder, there is a problem how to secure the authentication of electronic document. The electronic public notice has the problem of how to guarantee the accuracy of its content and timely notice. As for the electronic vote, it has different way of introduction to comparison with vote in writing. These two votes have the same intent of introduction. Difference lies only in the means, that is electronic document or written document. I think the introduction procedure of both should be same and the electronic vote can be used to substitute the vote in writing. It's clear that the use of electronic means may influence the shareholder's right. Through this means shareholder could exercise his/her right easily and promptly. Those means the above-mentioned, eventually could contribute to improve the corporate governance. The matters in recent Amendment or Bill about using of electronic means are not sufficient to compare with foreign country's enactments. It is desirable to introduce the electronic notification by shareholder in all the related matters. I think it is needed to raise the competitiveness of management through inducing electronic means and it's the urgent problem of Corporation Law.