2011년 개정상법상 자기주식의 취득ㆍ처분 및 소각과 관련한 법적 문제점

2011 revised Korean Commercial Code(hereinafter referred to as “RKCC”) liberalized the acquisition of its own shares within distributable profits and the preservation of its own shares by a company without any restriction(§341). But I propose that some restrictions(for example, restrictions to purpose, quantity or/and preservation period etc.) are necessary to them for the benefits of shareholders and so on. RKCC provides that the board of directors of a coampany shall determine all matters about the disposal of its treasury shares(the class and number of treasury shares to disposal, the disposal price and the date set for the payment thereon, the other party of the disposal of treasury shares and how to dispose the treasury shares) except those provided for in the Articles of Incorporation(§342). In this case the board of directors of a company may decide to sell all or some treasury shares to a specific person(a majority shareholder or his favorite person). But it causes damages to the other shareholders or all shareholders. So I propose that the board of directors of a company shall decide those matters only within the scope that the determination of boars of directors shall not damage any of shareholders. KRCC provides that the board of directors of a company shall decide the amortization of treasury shares preserved by the company(§343①s.2). I propose that the board of directors of a company may determine only the amortization of restricted treasury shares purchased within distributable profits of the company on condition that the distributable profits exist at the time of the amortization of such treasury shares.