韓國 商法의 編制와 最近 動向 - 會社法을 중심으로 -

The legislative system of commercial law is composed of basic law called "commercial law"(generally called commercial code) and manifold special laws. Commercial transactions, corporation, insurance, marine commerce are those four which are regulated by the commercial law. However the reality gives the consequence to the corporation law. This thesis introduces recent revision in korean commercial law, while focusing on the corporation law which has undergone a major change of a full-scale revision post-IMF crisis. Issues that are currently presented in the economic circles with regard to corporate legislative system will be discussed. And as a follow-up the fundamental problems of corporate legislative system in Korea and China, which are awaiting solution, will be touched on. Existing commercial law was legislated and promulgated in 1962, and was enforced in 1963, 1st of January. The corporation law was largely revised in 1984 following economic changes. With the IMF crisis as a momentum, IMF strongly proposed the importance of business restructuring. As a breakthrough of the economic crisis, the corporation law was mended by a large margin. Needless to say, various kinds of special laws were legislated and revised on a large scale. These revisions are characterized by the fact all the revised parts were about the corporation law. Revision in 1998: It was necessary to reorganize the economic structure to cope with the economic crisis. The purpose of revision was to promote the sound development of corporation and ultimately uplift the international competitiveness of our corporations. This was done by introducing institutional support for business restructuring, contributing to the convenience of funds, strengthening of monitoring and responsibility on the part of managers, and securing transparency of corporate management. Revision in 1999: The necessity of systematic improvement to uplift the efficiency and transparency of management was emphasized, while going through the process of continuous business restructuring. The revision focused on sharpening the international competitiveness of domestic corporations by way of improving corporate governance. It contains that "Guidelines to Business Restructuring" adopted by OECD are reflected in domestic laws. Revision in 2001: The object of the revision was to secure the transparency and sharpen the international competitiveness. The revision dealt with the enlargement of resolution of general meeting of shareholders, improvement of the corporate governance(reformation of the board of directors system, strengthening of preemptive rights), and support of business restructuring by introducing comprehensive exchange and transfer of shares for the establishment of a holding company. As regards the legislative system, various problems are being presented in the economic circles and practical circles in manifold forms. Reorganization of structure of stock market(unified stock exchange taking the shape of a joint-stock company, the issue of how to maintain the specific gravity of banks compared to securities and insurances in financial market, allowance of a joint-stock company and investment limit(antitrust law), increase in the market share of foreigners(currently 42%), safeguard against hostile M&A, and deferment of enforcement of securities class action are some of the typical examples. The aforementioned problems are those that may be presented in China in the operation of the corporation law. The year of 2003 is meaningful in the sense that China has become Korea's best trading partner in economic exchange. This is attributable to the fact that China has continued to show consistent efforts to carry out reform and opening up policy by joining WTO and holding Olympics, and that these two countries, who are in geopolitical interdependent relation, have maintained friendly relations for more than one thousand years. It is believed that China and Korea will continue to maintain close relationship and that it is necessary to share their experiences in the operation of legislative system, and eventually these will contribute to the promotion of common interests. In the sense that international consistency is an inherent characteristic found in business related norms, legal readjustment works for more active and growing economic exchange is the problem awaiting solution.