유럽의 폐쇄회사 법제 논의: EU 법안과 영국 회사법을 중심으로

Private companies or closed corporations account for a major part of Korean economy. Compared to their important role in the labor or product markets in Korea, legal analysis on private companies from a corporate law perspective have not been sufficiently explored. The scholars and legislators have rather focused upon how to boost private companies’ economic activities through financial or technical supports,especially on small and medium sized enterprises. The contribution of this paper is to provide a corporate law angle for regulating or supporting private companies by way of comparative legal research of the European law. In August 2008, the Commission of the European Communities proposed a Council Regulation on a European Private Company (Societa Privata Europaea, SPE). This proposal, aimed to harmonize the private company regulation in a single E.U. market, is followed by heated discussion and still under a complicated negotiation among member countries. The paper also addresses the Companies Act 2006 of the U.K. which has great influence on the European regulation on the private companies and has recently adopted detailed provisions on private companies. The review of the U.K. law would also be helpful to understand the proposal by the E.U. Commission because some provisions of the proposal themselves are obviously based upon the U.K. company law. For the sake of simplicity and more organized analysis, the paper devoted itself to two major areas in regulating private companies: inside relations among shareholders including corporate institutions and decision-making process; and outside relations between a private corporation and its creditors including legal capital and the disclosure of financial information.