개정회사법(2011년)의 체계와 논점

The revised Commercial Code of 2011(hereinafter referred to as “the revised Code”) was published on April 14, 2011 and will come into force on April 15, 2012. The revised Code contains various new provisions for adapting itself to new economic circumstances. This article deals with the system and issues of Companies Act contained in the revised Code. The revised Code introduced no-par value share and several classes of shares, deregulation of the acquisition of treasury shares and abolition by the board of directors, compulsory purchase of minority shares by controlling shareholder, prohibition of the usurpation of corporate opportunities, extension of the persons limited by self-trading, executive officers, assistant officer of law-observation, limited liability company, deregulation of the limitation on private companies, electronic registration system of shares, bonds, audit system, etc. The revised Code reflecting experts’ opinion on corporate law and practices was changed into reformed system. However, it has still several unsolved problems, containing inconsistency with related provisions, inadequacy in legal procedure, insufficiency in defensive strategies against hostile M&A. We hope that these problems could be corrected and complemented with the effort of related scholars and experts, and professional committees established in the Ministry of Justice.