주요주주 등 이해관계자와의 거래제한에 관한 규정의 문제점 검토

Under the Commercial Act, no listed company shall grant credit to or for a person who falls under any of the following subparagraphs: 1) major shareholders and their specially related persons; 2) directors (including persons of the subparagraphs of §401-2(1)) and executive directors; 3) auditors(§542-9(1)). Notwithstanding the provisions of paragraph (1), a listed company may grant credit in any of the following cases: 1) granting of credit determined by Presidential Decree, such as lending money to directors, executive directors or auditors in order to promote their welfare; 2) granting of credit allowed under other Acts and subordinate statutes; 3) other credit granting determined by Presidential Decree, such as money lending that is unlikely to undermine managerial soundness of the listed company(§542-9(2)). In cases where a listed company determined by Presidential Decree based on the scale of assets, etc. intends to engage in transactions that fall under any of the following subparagraphs with or for the largest shareholder, his/her specially related persons, and such listed company's specially related persons prescribed by Presidential Decree, the company shall obtain approval thereof from the board of directors: 1) cases where the scale of a single transaction exceeds the maximum scale determined by Presidential Decree; 2) cases where the total amount of transactions, including the relevant transactions with specified persons during the relevant business year, exceeds the amount determined by Presidential Decree(§542-9(3)). And in cases falling under paragraph (3), a listed company shall report the purpose of the relevant transaction, its counterpart, and other matters determined by Presidential Decree during the first ordinary general meeting of shareholders convened after a resolution on the approval has been adopted by the board of directors(§542-9(4)). However there are many problems in the provisions relating to transactions with interested persons including major shareholders. In this article, thus, I have investigated legal problems relating to provisions of transactions with interested persons including major shareholders, and I have proposed the reform measures for settlement of such legal problems relating to transactions with interested persons including major shareholders.