주식회사의 지배구조에 관한 2006년 회사법 개정시안

Abstract

Toward the Draft Bill of 2006 to Amend the Korean Corporate Law: With an Emphasis on Corporate Governance In 2005, the Ministry of Justice formed a commission for amending the Korean corporate law portion of the Korean Commercial Code in order to strengthen the competitiveness of Korean companies in international markets by establishing effective forms of corporate governance and market-oriented discipline. Following the 1997 financial crisis, Korea underwent dramatic changes of its corporate governance framework, which led to more transparent and accountable companies. Although there have been heated arguments within the commission surrounding the board of director system which is one of the core issues in corporate governance, the draft bill of 2006 finally maintains the current system with few changes. Among the most important changes in the draft bill of 2006 are the introduction of an outside director system, a statutory executive officer system, the concept of “double” derivative lawsuits, the adoption of electronic voting systems at shareholder meetings, the abolition of minimum capital requirements, the introduction of no-par stock, the abolition of a ceiling on corporate bond issues, and the introduction of limited partnerships and limited liability companies. While the business community generally seems to welcome many of the proposed changes, there have been arguments related to the executive officer system and “double” derivative suits. In order for Korean companies to receive proper valuations, Korea must continue its reform efforts to reach the most competitive international levels of corporate governance. There are still a lot of legal issues that Korea needs to address and supplement, and the draft bill of 2006 could be regarded as another step for the next stage of reforms.