2006년 회사법개정시안의 주요내용 ― 자금조달관련사항을 중심으로 ―

Abstract

2006 Revision of Korea Company Law and Finance The purpose of this paper is to explain 2006 reform of Korea Company Law in terms of corporate finance. The last year have been an exciting time for corporate participant in Korea, as the company law review that started in July 2005 is approaching its conclusion and we now expect to see the most fundamental reform since enactment of modern commercial code 1960. There are three major parts to this paper - (1) some background to the reform process; (2) the themes and features of Korea company law which have formed the essential context for the Review; and (3) issuance of class shares and bonds. In the part Ⅰ, we introduce the background to the reform process and objectives of the revision and describe the principle features of revised draft. In part Ⅱ, we explain the deletion of minimum stated capital and incorporation stated capital, and particulars of abnormal incorporation. In the part Ⅲ and Ⅳ, we give an overview of the finance of corporations and describe class of shares, redeemable shares, and convertible shares. We also consider how the various corporate rights and duties can be changed and describe the mechanics of corporate restructurings, mergers, as well as the various protections for shareholders and bondholders. Although this paper has not been able to examine all the changes likely to korea company law, it is hoped a flavor of what the most significant of these are likely to be has been given. While some may disagree with some of the detail, there seems little doubt that there will be significant change, flexibility and deregulation.