미국 델라웨어 주회사법의 최근 개정동향

Delaware, the second smallest state among 50 states, dominates a market for corporate charters. Delaware adopted the General Corporation Law in 1899. The law has been amended annually. Interestingly, the Delaware State Bar Association has had legislative initiatives in drafting amendments to the law. The amended sections of the law since 2008 which have meaningful implications for Korean corporate law are as follows. A Delaware corporation should produce a list of shareholders entitled to vote at a shareholders meeting. The corporation may have bylaws to include the names of stockholder nominees in its proxy solicitation materials with respect to the election and to reimburse a shareholder for expenses incurred in soliciting proxies in connection with an election of directors. Dual record dates and judicial removal of directors are permitted in Delaware. The Delaware law allows a corporation to grant rights to indemnification and the advancement of expenses for derivative suits and third-party actions to current or former directors if the rights are set out in the certificate of incorporation or the bylaws. Delaware law has been amended every year for meeting the needs of practitioners without consideration of self-interest of political parties. Since Korean corporate law has been an object for partisan controversy, unfortunately, many legislative errors and mistakes are found in the new Commercial Code which was effective on April 15, 2012.