2014년도 한국상사법학계 및 상사판례의 동향

This article examines the feature in the amendment of the Korean Commercial Code (KCC) in 2014. Proposed amendments to the KCC have introduced a reverse triangular merger, triangular share exchange, and triangular division-mergers. One of 2014 KCC amendments banned the issue of bearer shares and laid down the existing regulations. The motive of these amendments is to increase transparency of shareholders’ structures and avoid abuse of bearer shares. Bearer shares have not contributed to corporate finance as they have been never issued in Korean Capital Markets. If a company has issued bearer shares, the owners of these shares may not be identifiable. It is possible to avoid the transfer tax. The measures against money laundering and tax fraud that many countries and organizations are adopting have significantly stigmatized and challenged the bearer shares. In this regard, the abolition of Bearer Shares and unification into ordinary shares support transparency and disclosure as part of good corporate governance. Pursuant to the Convention for the Unification of certain Rule relating to International Transportation by Air, which designed to automatically increase the limitation of international air carrier liability, this year amendment reflected the limitation of international air carrier liability and increased the limitation of domestic air carrier liability. This article also examined the major issues debated in the Korean Commercial Law academia and their activities in 2014, and introduced major cases on commercial law this year.