종류주식의 다양화에 관한 법적 고찰

Most Korean corporations are concerned with the issuance of stocks because, after the IMF crisis, many of the banks who lent money to corporations are now unable to lend money to them. Moreover, access to the equity capital market in Korea is significantly limited due to the Korean Commercial Code ("Code") amended in 2008. The Code essentially prohibits class shares with different rights firmly based on the principle of shareholders equality. In order to extend the defensive mechanism against a hostile M&A, it is required to introduce limited disparate voting rights, expand a stock class of voting rights, introduce compulsory convertible shares and release limitations on acquiring treasury stock. Although multiple voting rights cannot be fully accepted, it is justified to allow disparate voting rights to impose multiple voting rights in proportion to the ownership period, provided that the voting caps are established. Further, in order to utilize the merit of non-voting shares, it is necessary to introduce limited non-voting common shares and other types of non-voting shares, except for certain resolutions. This article suggests that the revision of Korean Commercial Code and introduction of new class shares are needed for raising capital and revitalization.