중소기업의 경영권 승계 원활화를 위한 회사법제의 개선방안 - 종류주식의 활용을 중심으로 -

Major developed countries try to develop various schemes such as inheritance tax reform under the notion that the acceleration of management succession is very critical with respect to the stability and growth of national economy, employment retention, and enhancement of competitiveness of small and medium sized companies In addition, these countries pursue M&A deal, corporate division, merger, establishment of subsidiaries, or utilize employment stock option plan and trust contract. Besides, they make use of class shares or supplement evaluation system of inherited shares. However, Korea has not established proper legal system in order to support management succession owing to negative social recognition toward management succession. Since the problem of management succession of small and medium sized companies is initiated by the death of the business owner of inheritance, the review of corporation law in terms of supporting management succession of small and medium sized companies has not been conducted. Therefore, it is necessary to prepare supporting system for management succession in the field of corporation laws which has been introduced in developed nations, in addition to the discussion for cutting inheritance tax and gift tax. In order to provide necessary legal system for management succession of small and medium sized companies, this study analyzes class share of limited and non-voting rights, redeemable shares and convertible shares which were introduced under 2011 revision of Korean Commercial Code(“KCC”). Also it discusses golden shares and company's buying option for inherited shares which were not introduced under 2011 revision of the KCC.