방어수단으로서 종류주식 ― 2006년 개정안과 2008년 개정안을 중심으로 ―
Classes of Shares and Defensive Measures
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According to the Commercial Act, a company may issue classes of shares that differ in their contents with respect to the matters listed in the following items: (1) dividends of profits or interest, (2) distribution of residual assets. However, according to the amendments to the Commercial Act of 2008, the items including (3) any matters on which voting rights are exercisable at a shareholder’s meeting, (4) cancellation of shares using profits, and (5) a conversion of shares were added. The reason for this amendment is to give various financial ways to a company. In the result, both a golden stock and a share that differs in their contents with respect to the appointment of directors or corporate auditors at the meeting of shareholders of each class(including a meeting of shareholders jointly held with shareholders of any other class) are not introduced. It is because these classes of shares may be used as defensive measures. Basically, the classes of shares are not defensive measures. A defensive measure is only one of the various functions of the classes of shares. Even if the classes of shares are used as defensive measures, the classes of shares are necessary to add to the amendments to the Commercial Act. If an abuse of the classes of shares is restricted effectively, the introduction of the classes of shares in itself will be desirable from the viewpoint of corporate finance.
Abstract
According to the Commercial Act, a company may issue classes of shares that differ in their contents with respect to the matters listed in the following items: (1) dividends of profits or interest, (2) distribution of residual assets. However, according to the amendments to the Commercial Act of 2008, the items including (3) any matters on which voting rights are exercisable at a shareholder’s meeting, (4) cancellation of shares using profits, and (5) a conversion of shares were added. The reason for this amendment is to give various financial ways to a company. In the result, both a golden stock and a share that differs in their contents with respect to the appointment of directors or corporate auditors at the meeting of shareholders of each class(including a meeting of shareholders jointly held with shareholders of any other class) are not introduced. It is because these classes of shares may be used as defensive measures. Basically, the classes of shares are not defensive measures. A defensive measure is only one of the various functions of the classes of shares. Even if the classes of shares are used as defensive measures, the classes of shares are necessary to add to the amendments to the Commercial Act. If an abuse of the classes of shares is restricted effectively, the introduction of the classes of shares in itself will be desirable from the viewpoint of corporate finance.
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