2009년 개정상법(회사편)의 문제점

The amended Commercial Law on May 2009 has introduced new articles for small scale company like as the resolution of shareholders meeting by voting in writing and the consent of all shareholders in writing on the agenda. These new articles may raise the efficiency of managing the shareholders meeting, but have the possibility of abuse. We need to apply the actions for revocation or affirming the nullity of resolution more throughly. And when we make resolution of shareholders meeting by voting in writing,the electronic voting should be admitted, these two kinds of ballot has no difference in expressing shareholder's intents. The electronic vote in amended Law can be used by the choice of board of directors, however the vote in writing can be used only through amendment of articles of incorporation. The two devices for ballot have same purpose and no meaningful differences,therefore the vote in writing can be used by the same way of the resolution of board of directors. The amended Commercial Law has over again introduce the information technology(IT) in management. We anticipated that the amendment be able to increase the efficiency of the management. However Commercial Law should be amended to enlarge the usage of IT more than the current enactment. For Example the demand or notice of shareholders or stakeholders to corporation could be made through electronic documents and every kind of books which corporation keeps should be made electronic documents. There was also an Amendments of Commercial Law which unified the corporate governance articles of Securities Law into Commercial Law on Jan 2009. It has some issues as follows. The restriction of voting right of shareholders who hold no less than 3/100 of the total outstanding shares when the corporation is to change the articles of incorporation which introduce or exclude the cumulative voting for directors, the election of members for audit committee to replace the audit through the process of resolution of board of directors not through the special articles for listed corporations and so on. The amendment work are still in progress and newly amended articles might have some issues, we need to examine the bill and the amended act throughly.