주주제안권제도에 관한 법적 검토

The shareholders' meeting of corporation has the highest decisionmaking power in the Korean Commercial Code. In reality, the majority shareholders could control the shareholders' meeting system, the minority shareholders has no actual power to control. Many of the minority shareholders has less interest of corporation's management. Their major interest is increased stock price. The shareholders' meeting becomes nominal institution. Since 1997 financial crisis, Korea has been great changes in the corporate governance. As a part of that changes, 1998 Amended Korean Commercial Code adopted shareholder proposals (KCC §363-2). Shareholders who hold no less than 3/100 of the total outstanding shares other than nonvoting shares may propose to make a subject matter of a shareholders's meeting to directors in writing at least six weeks prior to the date set for such meeting by submitting to the board of directors a written statement of the proposed subject-matters of the meeting together with the reasons for the proposed convocation. Shareholder proposals is an essential component in the tool kit of any minority shareholder. And it would make fair corporate governance system. In this paper, I examine shareholder proposals of shareholders' meeting on the Korean Commercial Code and the rules of other countries, i.e. U.S.A., Japan, and Germany. Also I suggest its time to strengthen shareholder proposals for the better shareholder democracy.