독일의 최근 회사법 개정 동향과 시사점 (A Study on Recent German Corporate Law Reform Trend and Some Suggestions)

서지정보

· 발행기관 : 한국경영법률학회
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· 저자명 : 최병규

초록

This article studies the reform trend of corporate law not only in germany, but also in korea. The author analysed the reform discussion in germany, especially in the years of 2012. Thereby he has analysed the reform discussion. It includes reverse CB, preferred stock, an action of nullity about general stock holders meeting. He has furthermore handled statues and theories about account modernization, shareholder rights exercise, CEO pay and reform of restructuring law. Above all, it handles with the recent enactment of germany(2009, 2010) and its evaluation. EU commission has also enacted the advice about shareholder rights exercise and the adequate CEO pay(2009). The EU countries should reflect this advice into the national law until determined time. In korea the jurisdiction cases concentrate on ensuring the pay of directors. The discussion about appropriateness of CEO pay will be also important issue in korea in short time. In the process of globalization, the US american law is more important. Germany belongs to continental european law country like korea. Therefore the examples of continental european law country like germany can give korea much more suggestions in the field of enactment. This is true also in case of shareholder rights exercise and adequate CEO pay. In korea there is a trend of establishing remuneration committee. In reality, LG Display and Hynix habe already established and Samsung electronics is planing to establish it. Then the enactment in germany and EU will give us helpful suggestions. The article 388 of korean commercial code should be revised. The directors pay should be in adequate relation to their effort and achievement. And the pay should be settled in the valuation of directors effort and achievement in longer perspective. In regard of convertible bond reform, germany is going to introduce the CB that allows transferring right to company. Until now, by the CB, the transferring right is only allowed to the debenture holder. Germany is going to introduce non-cumulative preferred stock. This is closely related that finance company should have sufficient equity capital. The cumulative preferred stock is not regarded as equity capital. Furthermore, germany is going to introduce relative time limit(one month) for the suit of nullity, in case of abuse of suiting right. Germany is also going to reform the bearer stock system. The company should deposit master policy to banks in case of unlisted company. This is introduced to prevent money laundering. It is necessary to comply with the international demand.
The reform trend of corporate law both in germany and korea show some common contents. Germany and korea experience the same movement in regard of the globalization of corporate law. There are also some divergence because of the customs and legal traditions of two countries.

영어초록

This article studies the reform trend of corporate law not only in germany, but also in korea. The author analysed the reform discussion in germany, especially in the years of 2012. Thereby he has analysed the reform discussion. It includes reverse CB, preferred stock, an action of nullity about general stock holders meeting. He has furthermore handled statues and theories about account modernization, shareholder rights exercise, CEO pay and reform of restructuring law. Above all, it handles with the recent enactment of germany(2009, 2010) and its evaluation. EU commission has also enacted the advice about shareholder rights exercise and the adequate CEO pay(2009). The EU countries should reflect this advice into the national law until determined time. In korea the jurisdiction cases concentrate on ensuring the pay of directors. The discussion about appropriateness of CEO pay will be also important issue in korea in short time. In the process of globalization, the US american law is more important. Germany belongs to continental european law country like korea. Therefore the examples of continental european law country like germany can give korea much more suggestions in the field of enactment. This is true also in case of shareholder rights exercise and adequate CEO pay. In korea there is a trend of establishing remuneration committee. In reality, LG Display and Hynix habe already established and Samsung electronics is planing to establish it. Then the enactment in germany and EU will give us helpful suggestions. The article 388 of korean commercial code should be revised. The directors pay should be in adequate relation to their effort and achievement. And the pay should be settled in the valuation of directors effort and achievement in longer perspective. In regard of convertible bond reform, germany is going to introduce the CB that allows transferring right to company. Until now, by the CB, the transferring right is only allowed to the debenture holder. Germany is going to introduce non-cumulative preferred stock. This is closely related that finance company should have sufficient equity capital. The cumulative preferred stock is not regarded as equity capital. Furthermore, germany is going to introduce relative time limit(one month) for the suit of nullity, in case of abuse of suiting right. Germany is also going to reform the bearer stock system. The company should deposit master policy to banks in case of unlisted company. This is introduced to prevent money laundering. It is necessary to comply with the international demand.
The reform trend of corporate law both in germany and korea show some common contents. Germany and korea experience the same movement in regard of the globalization of corporate law. There are also some divergence because of the customs and legal traditions of two countries.

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