종류주식의 권리내용 변경을 목표로 하는 정관변경에서 종류주주의 이익을 보호하기 위한 상법상 제도에 관한 고찰

Commercial Law Code, s. 435(1) provides that resolution of class meetingby the class shareholders who are affected adversely through articles variationis needed to accomplish the amendment of articles, in addition to specialresolution of general shareholder meeting. Class shareholders whose classrights are varied directly or indirectly through articles amendment mayrequire legal remedies to protect its vested rights and benefits. Traditionally,Commercial Law Code has adopted the legislative attitude to protect classrights through the resolution of class meeting. In the old Commercial LawCode, only restricted kinds of class shares were permissible, reducing thepossibilities to lead to the conflict of interests among different kinds of classshareholders. But revised Commercial Law Code permits the companies moregenerously to issue various types of class shares. The change of legislativeattitude increases the possibilities of conflict of interests among class shareholders. In the light of this situation, it is doubtful whether it is sufficient to stickto the scheme of class meeting using only abstract expression “class shareholdersaffected adversely through articles amendment” as a precondition to provokethe resolution of class meeting. This article explores effective legal remediessystem to safeguard the benefits of class shareholders under newly revisedlegislation.