상법과 자본시장법상의 상장법인 특례규정의 입법론적 재검토- 주주의 적극적 권리행사에 관한 규정을 중심으로 -

On incorporate, organs and financial management etc. of corporations, the fundamental law is the Commercial Act. There are many special cases for listed corporations in the Commercial Act. First, for example, on the minority shareholder's right, (1) any person who has continued to hold stocks equivalent to no less than 15/1,000 of the total number of issued and outstanding shares of a listed company for more than six months may exercise shareholder’s rights under Article 366 and Article 467(§542-6(1)). (2) any person who has continued to hold stocks equivalent to no less than 10/1,000 of the total number of issued and outstanding shares of a listed company, except for nonvoting stocks, for more than six months may exercise shareholder’s rights under Article 363-2(§542-6(2)). (3) any person who has continued to hold stocks equivalent to no less than 50/10,000 of the total number of issued and outstanding shares of a listed company for more than six months may exercise shareholder’s rights under Article 385 and Article 539(§542-6(3)). Second, on the election of a member of the audit committee, (1) in cases of a listed company under Article 542-11(1), notwithstanding the provisions of Article 393-2, a general meeting of shareholders shall have the authority to appoint or dismiss members of an audit committee(§542-12(1)). (2) a listed company under Article 542-11(1) shall appoint members of its audit committee from among directors appointed by a general meeting of shareholders(§542-12(2)). Third, on the appraisal rights of shareholders, the Capital Market and Financial Investment Business Act has provisions of special cases concerning appraisal rights of shareholders. For example, (1) a shareholder who opposed the resolution of the board of directors with respect to the matters for resolution specified by a stock-listed corporation under Articles 360-3, 360-9, 360-16, 374, 522, 527-2 and 530-3 of the Commercial Act may request the corporation topurchase the stocks he/she owns within 20days from the date when the resolution of the general meeting of shareholder is made, in writing by indicating the type and number of stocks, only when the shareholder has informed the corporation of his/her intention to oppose the resolution in writing prior to the general meeting of shareholder(§165-5(1)). (2) the relevant corporation which receives the request under paragraph (1) shall purchase the stocks within one month from the expiration of the period for exercising appraisal rights(§165-5(2)). The Article 542-6 and 542-12 of the Commercial Act and the Article 165-5 of the Capital Market and Financial Investment Business Act, however, have many legal problems of application of special cases for listed corporations. In this paper, thus, I have investigated the reorganization method of the special cases for listed corporations under the Commercial Act and the Capital Market and Financial Investment Business Act, and analyzed the legal problems of the special cases for listed corporations on the corporate governance and exercise of stockholder's right. Finally, I have proposed the reform measures for settlement of such problems of the special cases for listed corporations under the Commercial Act and the Capital Market and Financial Investment Business Act.