개정상법상 상장법인 특례규정의 적용과 그 한계

On incorporate, organs of corporation(for example, shareholders’ meeting, directors, board of directors, auditor or audit committee) and financial management etc., the fundamental law is the Commercial Act. There are many special treatment provisions(for instance, stock options, appraisal rights of stockholders, appointment and dismissal of auditor, qualifications for auditor, exercise of minority stockholder’s right, stockholder’s proposal and special cases for cumulative vote etc.,),however, for listed corporation in the Commercial Act amended 2009 and 2011. The Article 542-2 of the Commercial Act provides that this Section shall apply to stock companies(hereinafter referred to as the “listed companies”) which have issued certificates of stock listed in a securities market(referring to a market for purchase and sale of securities) as prescribed by Presidential Decree: Provided, that stock companies determined by Presidential Decree as organizations established for the undertakings for collective investment(referring to acquisition,disposition or management by other means of money or other property having property values collected by recommending two or more persons to make investment decisions, and distribution and reversion of results thereof to investors) shall be excluded(§542-2(1)), and this Section shall be applicable in preference to other sections of this chapter(§542-2(2)). The Article 542-2 of the Commercial Act, however, has many legal problems in the scope of application of special cases for listed corporations. In this paper, thus, I have investigated the reorganization method of the special cases for listed corporations under the Commercial Act comparing with the Capital Market and Financial Investment Business Act, and analyzed the legal problems of the special cases for listed corporations on the corporate governance and exercise of stockholder’s right. Finally, I have proposed the reform measures for settlement of such problems of the special cases for listed corporations under the Commercial Act.