개정상법상 종류주식에 대한 고찰

Abstract

Under the Korean Commercial Code(KCC), the equality of shares is one of the most important principles. This principle can be modified by dividing the shares into different classes with different rights, but the possible classes are limited by the KCC. Before the 2011 Korean Commercial Code amendment (amendment), the KCC only allowed preference shares, deferred shares, non-voting preference shares, redeemable preference shares, and convertible shares. Even though the amendment does not introduce a wide range of new types of shares, it permits a company to use various combinations of classes which are allowed under the act. The amendment allows a company to issue types of shares with different rights as to dividends, residuary property, or voting. The amendment does not allow golden shares, class voting shares, tenure voting shares, multiple voting shares, fractional voting shares, and shares with restricted transferability. This article analyses the new types of shares under the amendment. Chapter II tries to interpret the new statutory share scheme. The chapter argues that there is some confusion about what the correct interpretation should be. In order to avoid this confusion, the amendment should be revised with a systematic approach. Part 1 explains the concept of classes of shares under the amendment. The amendment should be revised in order to clarify the concept of ordinary shares and other types of shares. Part 2 analyses the shares with different rights as to dividends. Part 3 suggests what types of shares regarding to voting rights are permitted a company to issue under the amendment. Part 4 discusses that the types, terms, and payments of redeemable shares. Part 5 explains new rules on convertible shares.