2011년도 상사법학계 동향과 개정회사법의 중요쟁점

Abstract

This thesis examines trends in the development of the Korean Commercial Code (the "KCC"), specifically the Companies section thereof, which was amended in 2011. The amendment, which represents the most extensive amendment since the KCC was enacted in 1962, affects all 250 Articles therein, bringing about significant and enormous changes in corporate governance and financing in Korea. I hope that this amendment will help create a favorable environment for young entrepreneurs to set up business ventures, develop transparent capital markets out of government-directed economy, and successfully establish a fair and transparent corporate culture. The KCC provisions pertaining to corporate governance and other requirements should ideally have been amended much sooner. However, the amendment was completed in 2011 after six (6) years since the commencement of amendments to the KCC. The Companies section should be updated quickly to keep up with global economic develop- ments including, but not limited to financial crises, and should be amended regularly to remain consistent with global standards. Fortunately, the Ministry of Justice announced that it plans to launch a special committee responsible for arranging meetings whenever necessary to promptly prepare amended bills for both the short and the long term, whereby legislation can be passed in a timely manner. I believe that continuous careful review and consideration are needed with respect to certain undecided matters, such as the intro- duction of special regulations for listed companies, for information technology businesses, for business management supervisory commission, for improvements in corporate M&A and spin-offs practices, and for a poison pill and warrant system. Furthermore, considering that a substantial number of issues to be included in the enforcement decrees portion of the Companies section, remains outstanding, elaborate and thorough efforts should be maintained in preparation of the enforcement decrees portion of the Companies section.