종류주식의 활용과 법적 과제 - 의결권제한주식을 중심으로 -

The Revised Commercial Code of 2011 introduced a wide variety of shares already extensively available in advanced markets of the world. Those accommodate effectively changes in the business environment and developments in the capital market. Corporations may issue and utilize new classes of shares by means of granting exceptions to the principle of shareholder equality. Especially, corporations may diversify limited-voting shares by issuing non-voting common shares, fractional voting right shares or perpetual limited-voting shares. Also diversification can be made in combination with convertible or redeemable rights. These shares will utilize in raising equity capital as facilitating the maintenance or succession of management rights and may be used as means against take-over attempts. But the diversification of the class shares could entail encumbrance to the business management such as potential conflicts of interests among shareholders of different types of shares. In this respect, we need to consider a new way to mitigate the potential conflicts of interests besides conventional methods such as provisions of an interest coordination in the articles of incorporation or the (mandatory) meeting of class of shareholders. It would be the power of veto of the shareholders of different types of shares, that is the resolution of (discretionary) meeting of class of shareholders pertaining to the certain matters prescribed by the company's articles of incorporation. The unanimous consent of relevant shareholders must be required for the protection of related shareholders' rights when the articles of incorporation is amended in order to change the class of shares by installing provisions in regard to the redemption or conversion of shares or the limitation of voting right. On the other hand, the scope and resolution requirement should be specified to the meeting of class of shareholders and the certain procedure to omit the meeting should be introduced in order to prevent the management's deadlock by the conflict of interests among shareholders of different types of shares.