주식회사의 이사에 관한 2009년 개정상법의 비판적 검토

In Korea, the Capital Market and Financial Investment Business Act(hereinafter referred to such as “the Capital Market Act”) has enacted on February 4th, 2007. The purpose of the Capital Market Act is to contribute to the development of the national economy by achieving wide and orderly circulation of securities and by protecting investors through the fair issuance, purchase, sale or other transactions of securities. In addition, the major part of corporations have used information technologies in operation and carrying on a business of corporation. Thus the Ministry of Justice of Korea has decided to revise the provisions relating to corporate governance, incorporation, directors, general shareholders’ meeting and company of which the total capital is less than ten hundred million won under the Commercial Code, the Commercial Code has amended on February and May in 2009. But there are many problems of provisions relating to directors in the Commercial Code amended 2009. Under the Commercial Code amended 2009, directors shall be elected at a general shareholders’ meeting(§382(1)), in case where a general meeting of a company is convened to elect two directors or more, shareholders who hold no less than 3/100 of the total outstanding shares other than nonvoting shares may request that the company elect directors by means of a concentrated vote, except as otherwise provided by the articles of incorporation(§382-2(1)), and the directors shall be at least three in number: Provided, that in case of a company of which the total capital is less than ten hundred million won, the number of the directors may be one or two(§383(1)). But the stock-listed corporations prescribed by Presidential Decree shall make the number of outside directors not less than one fourth of the total number of directors: provided, that certain stock-listed corporations as prescribed by Presidential Decree shall have not less than three outside directors, but shall make the number of such outside directors not less than half of the total number of directors(§542-8(1)). There are, however, many problems of provisions relating to qualifications, election, concentrated vote and number of directors(inside directors and outside directors). In this paper, thus, I have investigated the legal problems of provisions relating to directors of qualifications, election, concentrated vote and number and special treatment provisions for listed corporation under the Commercial Code amended in 2009, and suggested the settlement methods of the problems.