기업지배구조 관련 입법 논의의 성과와 향후 과제

Last year might be remembered as one of the hotly debated year as to several issues on Corporate Governance of Korean listed companies. The Department of Justice submitted revised version of Korean Commercial Code(“KCC”) in order to improve Corporate Governance through the mandatory adoption of executive officer system, cumulative voting system and electronic voting system along with separate election of audit committee member at shareholder meeting and newly adoption of multiple derivative suit. Some scholars consented this proposal on the basis that they could decrease the abuse of power by managements and controlling shareholder. In contrast, many critics concerned that they might intrude the autonomy of companies. They also disagreed the method of one-fits-all regulation. In this paper, I analyzed the intent and contents of 2013 KCC revised bill, and scrutinized the validity of the policy and theoretical background of this bill. Conclusively, I suggested negative comments on the five main issues contained in this bill on the ground of lacks of the bill’s legal justification, validity, and practical necessity. Instead, I suggested that the Government need to guarantee the companies autonomy to increase the global competitiveness of Korean large companies in the way to alleviate the burden of several regulatory restrictions.