상법상 주주총회 결의요건완화를 위한 제언

The following is the summary of the writer's argument. First, the corporate governance structure should be easily changeable by altering the articles of association. With having abolished the quorum, it would be unnecessary to adopt the requirement of satisfying a quorum. The writer believes that there would be no need to follow England's Companies Act where 2 or more shareholders' attendance is required, or Delaware General Corporation Law where one-third of the voting rights is required. In case of unlisted companies, we should give positive consideration to adopting the system of skipping the resolution of general meeting of shareholders. If needed, documentary resolution may substitute the resolution of general meeting. Furthermore, once the shadow voting is abolished, the present terms of resolution, that requires consenting votes more than one-fourth of outstanding shares in ordinary resolution and one-third in special resolution, may no longer be maintained. Therefore, the writer believes that, in case of listed companies, it would be most appropriate to require the majority of attended voting rights in ordinary resolution, and two-third of attended voting rights in special resolution. In addition, it would be ideal to enable to alter said requirements by articles of association: in a way that a company may either ease or harshen such requirements in ordinary resolution, and may harshen but may not ease in special resolution. Also, considering the vast increase in the number of minority shareholders, it would be reasonable to dramatically reduce the matters of special resolution of minority shareholders and let those be matters of ordinary resolution. Moreover, a revision of the Article 371 of the Commercial Codes is urgently called for.