2011년 개정상법 및 동법시행령상 회사재무분야의 주요쟁점과 해석 및 운용상의 과제

On March 11, 2011, Revision of Korean Commercial Code(KCC) was passed and will take effect in 2012. Supplemental presidential decrees, passed on December 28, 2011, also clarifies important particular issues. The amendments represent the most important set of revisions to the Commercial Code since 1962, when KCC was enacted. One of the most important changes in the revision is reform in corporate financial sector. The changes will permit special non, or limited voting classes of shares; generally permit stock buybacks, from dividendable earnings; eliminate the current net assets-geared limit on bonds, and allow dividends to be decided at the board rather than shareholders level. As for the merger, the KCC allow for cash-out merger, and triangular merger. Then corporation will have, in several ways, significantly greater flexibility in shaping its capital structure and managing company. They enlarge the scope of possible strategies for investment, and techniques of corporate structuring and finance, as well as control and consolidation. Thus, the changes may be of keen interest to many businesses and investors in Korea. However, I carefully provoke the attention of possibility that minority shareholders may find difficulty in company, unless there are attention that promote and protect their rights as minority shareholders. I also concern the closely linked relation between corporate finance and corporate governance. Debt and equity are treated not mainly as alternative financial instruments, but rather as alternative governance structures. Experiences with the Samsung Everland CB case could be used to illustrate the argument.