개정상법과 국제회계기준의 조화 모색

Nowadays, for the needs from international capital market participants,International Accounting Standards Board has made International Financial Reporting Standards (hereinafter, IFRS) as a unified accounting language. Many countries have adopted IFRS as their accounting standards and Korea also forces its large companies including listed companies to apply Korea-style IFRS (hereinafter, K-IFRS) since this year. IFRS has some characteristics which try to give accounting methods to compound financial instruments responding to the trend of the global capital market. On the contrary, the existing Korean Commercial Law has some contradictory provisions which are incompatible with both the current K-IFRS and the past Korean accounting rule (hereinafter, K-GAAP), which have caused to continuous arguments. One important argument is the question of how the Commercial Law can adopt accounting practices like the past K-GAAP or the current K-IFRS as its source of law. Some have argued that accounting practice cannot be a right source of law under the structure of Korean Constitutional Law. On the other hand, others say that the accounting standard can be accepted as the so-called soft law. The other issue under the K-IFRS is the gap about accounting some financial instruments between the Korean Commercial Law and K-IFRS. For an example, under K-IFRS, a redeemable stock shall be classified as a liability under certain conditions reflecting its real characteristic. Furthermore, a non-derivative compound financial instrument shall be evaluated and classified separately as both a liability and an equity component according to what it is. Korea Commercial Law should recognize these phenomena, determine its standpoint, and take appropriate measures if needed. The paper focuses the arguments surrounding the above two legal issues, but there are still some other related issues about legal reserve,profit distribution and so on under the new accounting method of K-IFRS, which need to be dealt with.