회사법 개정안의 중요쟁점에 관한 고찰

A Study on Main Issues in Amendment Draft of Corporation LawThe amendment draft of corporation law of which the object is globalization of corporation through rationalization of regulation focuses on corporate gover- nance, financial structure and introduction of IT to operating corporation. The introduction of IT to operation of corporate helps shareholders to exercise their rights in any place and any time without troubles. And diversification of stocks permits corporation to issue various style of stocks according to their needs.As for corporate governance issues in the amendment draft, it introduces the officer system and double derivative suit which stems from US legal system. Especially the officer system seems to conclude the debate on the corporate governance after the introduction of outsider director and audit committee system. If the amendment come into effect, officers take charge of managing the corporation and directors take charge of auditing the management of officers. The amendment draft deserves to good appraisal in the point of view of completion of the changing corporate governance system and accommodation of needs of IT and diverse stocks system. But it is doubtful whether the corporate governance system of the draft is suited to business corporations of our country which has poor resources and in which the efficiency should be evaluated more than the transparency in a sense to compete with global corporations. Therefore more positive research on our governance system is necessary to harmonize the conflicting value of the transparency and efficiency after the amendment of commercial law.