상장회사 특례제도의 문제점 및 개선방안

The Section 13 of Korean Commercial Code prescribes special rules for listed companies. The article 542-2 of the Korean Commercial Code stipulates that the section 13 shall apply to listed companies which have issued certificates of stock listed in a securities market (referring to a market for purchase and sale of securities). This article deals with current issues of section 13 and legal measures to solve those problems. It discusses the issues of expanding the scope of recipients for stock options and substituting the process of obtaining expost facto approval of shareholders meeting for expost facto reporting to shareholders meeting. It also analyzes legal issues raised from strengthening or relaxing requirements for minority shareholders’ rights. This article deals with legal problems associated with introducing compulsory cumulative voting system of shareholders’ meeting in electing plural directors. It proposes to unify those articles regarding ratio of independent directors between the Commercial Code and the Capital Markets and Financial Investment Services Act and to eradicate the rules requiring mandatory election of independent directors for small and medium sized listed companies. It also suggests to amend irrational requirements of disqualification for independent directors and analyzes the prohibition of independent directors’ holding concurrent office of other companies. Finally, this article discusses qualification requirements, election method for supervisory committee members, and reviews effective mechanism to induce internal control system.