미국 회사법상 종류주식에 관한 小考

RMBCA 6.01 adopts a new terminology from that traditionally used in corporation statutes to describe classes and series of shares that may be created. Traditional corporation statutes work from a perceived inheritance of concepts of common shares and preferred shares that at one time may have had considerable meaning but that today often do not involve significant distinctions. RMBCA breaks away from the inherited concepts of common and preferred shares and develops more general language to reflect actual flexibility in the creation of classes and series of shares that exists in modern corporate practice. Delaware General Corporation Law 151 imposes few restrictions on the nature of stock that a Delaware corporation may issue. A certificate of incorporation may contain any provision with respect to the stock to be issued by the corporation, and the voting rights to be exercised by the stock, that is agreed upon by the stockholders, provided that the provision agreed to is not against public policy.