회사규모와 지배구조의 개편- 2009년 개정상법을 중심으로 -

The purpose of the Amended Commercial Law of 2009 is to raise the management efficiency and increase the competitiveness of corporation. Through a series of amendment of Commercial Law, the articles of Corporation Law has been amended or new articles have been introduced and they also have the same purpose as the former Amendments. There are several issues in the new Amendment and the articles on the corporate governance in relation to corporate scale. First, the amount of capital to classify a corporation into a small scale corporation was raised up to one billion won through the Amendment from a half billion won. Such kind of a small scale corporation is estimated to get a majority of over 90% among total corporations. According to the Amendment this corporation can have no board of directors or even auditor. The Amendment could help the management to run a corporation more efficiently, however, it raises the problem that the management might easily ruin the fairness or transparency of managing business. And the number of shareholders would be preferentially considered to classify corporations. Second, as the corporate governance of a small corporation is similar to that of the limited company, it should be examined to unify two kind corporations. Third, the article of 542-7(3) about limitation on voting right so as to introduce the cumulative voting by way of amendment the articles of incorporation has no sufficient justification to help minority shareholders to have more voting power than proportionate one. Fourth, there is some doubt whether which organ elect a member of audit committee to substitute a full-time audit, because the organ might be a board of directors or shareholders meeting in accordance with the way of interpreting the article of 542-10 (1). It should be needed to amend the article to make it clear which organ has the related authority.