전자주주총회에 관한 상법개정안 검토 (Review of the Proposed Amendments to the Commercial Code on Electronic Shareholder Meetings)

서지정보

· 발행기관 : 경북대학교 IT와 법연구소
· 수록지 정보 : IT와 법연구 / 30호 / 125 ~ 152페이지
· 저자명 : 김재범

초록

The proposed amendments to the Commercial Act on Electronic Shareholders' Meetings of 2024 introduce electronic shareholders' meetings in the form of parallel shareholders' meetings and fully electronic shareholders' meetings, and establish new regulations for their introduction, holding and operation. The amendment proposes to introduce both paper and electronic voting by resolution of the board of directors. As the current law stipulates that paper voting must be introduced in the articles of association, which is effective for non-listed companies, and early voting has a significant impact on shareholders, it is recommended that both voting methods be introduced in the articles of association for non-listed companies and by resolution of the board of directors for listed companies.
The deadline for early voting is proposed to be the day before the date of the general meeting, which can be seen as a deadline for the processing of votes. However, due to the advancement of recognition technology, vote verification can be done quickly, so stipulating the deadline in law is too strict and may prevent shareholders who voted in advance from attending the general meeting.
If you hold both an advance vote and an EGM, you should allow advance voters to attend the EGM and exercise their voting rights. It is desirable to ensure that the final intention of the shareholder who voted in advance can be confirmed by the time of voting at the EGM to maximize the exercise of the shareholder's voting rights.
The proposed amendment stipulates the requirements for filing a lawsuit to challenge a resolution that has been passed due to a technical obstacle, which falls under the special rules for a lawsuit to revoke a resolution. A defect caused by a technical failure without intent or gross negligence of the company does not constitute a cause for revocation even if it affects the resolution.

영어초록

The proposed amendments to the Commercial Act on Electronic Shareholders' Meetings of 2024 introduce electronic shareholders' meetings in the form of parallel shareholders' meetings and fully electronic shareholders' meetings, and establish new regulations for their introduction, holding and operation. The amendment proposes to introduce both paper and electronic voting by resolution of the board of directors. As the current law stipulates that paper voting must be introduced in the articles of association, which is effective for non-listed companies, and early voting has a significant impact on shareholders, it is recommended that both voting methods be introduced in the articles of association for non-listed companies and by resolution of the board of directors for listed companies.
The deadline for early voting is proposed to be the day before the date of the general meeting, which can be seen as a deadline for the processing of votes. However, due to the advancement of recognition technology, vote verification can be done quickly, so stipulating the deadline in law is too strict and may prevent shareholders who voted in advance from attending the general meeting.
If you hold both an advance vote and an EGM, you should allow advance voters to attend the EGM and exercise their voting rights. It is desirable to ensure that the final intention of the shareholder who voted in advance can be confirmed by the time of voting at the EGM to maximize the exercise of the shareholder's voting rights.
The proposed amendment stipulates the requirements for filing a lawsuit to challenge a resolution that has been passed due to a technical obstacle, which falls under the special rules for a lawsuit to revoke a resolution. A defect caused by a technical failure without intent or gross negligence of the company does not constitute a cause for revocation even if it affects the resolution.

참고자료

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