상법상 종류주식에 관한 고찰 - 영국 회사법과 비교를 중심으로 -

In the revision of the Commercial Act of Korea in 2011, general provisions were made for classes of shares and such share classes include distribution of remaining assets shares, voting and non-voting shares, redeemable shares, and convertible shares. Also, in case of the issue of share classes, the content and number of shares of each class should be defined in the Articles of Incorporation, which are acknowledged as having been widened since the revision of the Commercial Act. However, in consideration of the experience of the UK where share classes have been permitted since the 17th century, it will be difficult to avoid ambiguity while specifying any necessary details and preparing for future events through the incorporation of provisions for shares classes in the Articles of Incorporation. This is because the interpretation of the courts of the related provisions varies with time and such changes could have a serious effect on the rights of shareholders. Therefore, ananalysis of case law and regulations about share classes in the UK might be helpful as a reference for future legislation and interpretation in Korea of the type and variety of share classes under the 2011 revision of the Commercial Act and earlier regulations abolished thereunder. For this reason, this article introduces the regulations for share classes in the Commercial Act of Korea and the UK Company Act and related common law. However, as share classes overall have already been dealt with extensively in existing literature, this article content will focus on a comparison of possible legal arguments.