주주제안권제도에 관한 법적 검토 (A Legal Study on the Shareholder Proposals)

서지정보

· 발행기관 : 한국금융법학회
· 수록지 정보 : 금융법연구 / 11권 / 2호 / 349 ~ 371페이지
· 저자명 : 김재두

초록

The shareholders' meeting of corporation has the highest decisionmaking power in the Korean Commercial Code. In reality, the majority shareholders could control the shareholders' meeting system, the minority shareholders has no actual power to control. Many of the minority shareholders has less interest of corporation's management. Their major interest is increased stock price. The shareholders' meeting becomes nominal institution.
Since 1997 financial crisis, Korea has been great changes in the corporate governance. As a part of that changes, 1998 Amended Korean Commercial Code adopted shareholder proposals (KCC §363-2). Shareholders who hold no less than 3/100 of the total outstanding shares other than nonvoting shares may propose to make a subject matter of a shareholders's meeting to directors in writing at least six weeks prior to the date set for such meeting by submitting to the board of directors a written statement of the proposed subject-matters of the meeting together with the reasons for the proposed convocation. Shareholder proposals is an essential component in the tool kit of any minority shareholder. And it would make fair corporate governance system.
In this paper, I examine shareholder proposals of shareholders' meeting on the Korean Commercial Code and the rules of other countries, i.e. U.S.A., Japan, and Germany. Also I suggest its time to strengthen shareholder proposals for the better shareholder democracy.

영어초록

The shareholders' meeting of corporation has the highest decisionmakingpower in the Korean Commercial Code. In reality, the majorityshareholders could control the shareholders' meeting system, the minorityshareholders has no actual power to control. Many of the minority shareholdershas less interest of corporation's management. Their major interest is increasedstock price. The shareholders' meeting becomes nominal institution.
Since 1997 financial crisis, Korea has been great changes in thecorporate governance. As a part of that changes, 1998 Amended KoreanCommercial Code adopted shareholder proposals (KCC §363-2). Shareholderswho hold no less than 3/100 of the total outstanding shares other thannonvoting shares may propose to make a subject matter of a shareholders'smeeting to directors in writing at least six weeks prior to the date set for suchmeeting by submitting to the board of directors a written statement of theproposed subject-matters of the meeting together with the reasons for theproposed convocation. Shareholder proposals is an essential component in thetool kit of any minority shareholder. And it would make fair corporategovernance system.
In this paper, I examine shareholder proposals of shareholders' meetingon the Korean Commercial Code and the rules of other countries, i.e. U.S.A.,Japan, and Germany. Also I suggest its time to strengthen shareholder proposalsfor the better shareholder democracy.

참고자료

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