기업승계의 상사법상 쟁점 - 주식 및 자산의 집중과 경영안정화를 위한 일본의 입법례를 중심으로 -

Abstract

Legislation for corporate succession is largely problematic in three areas: tax law, civil law and commercial law. The tax law will serve to reduce inheritance and gift taxes, the civil law to support the restriction of legal reserve of inheritance claims, and the commercial law to support the concentration of stocks and assets of companies. The concentration of stocks or property in relation to a company is a prerequisite for corporate succession, and it is believed that civil and commercial laws should provide sufficient institutional support for corporate succession to work properly. This article considered the concentration of stocks and assets and the relevant systems under Japanese law, which are available under the current Commercial Code and Trust Act. The concentration of stocks and assets, which is also possible under the current law, is inherently a general system and therefore cannot be considered optimized for corporate succession. I think it shall be supplemented in the future. In particular, the author thinks that the selling claim for heirs, etc. in the Japanese company law, and the stock clearing system for unknown shareholders can be introduced immediately in relation to the system under Japanese law. In addition, the system of providing financial support and credit to successors under various special laws may be considered if the prerequisites are met. In preparation for such a time, sufficient prior research on the current status of practice in Japan is needed.