기업지배구조의 개선을 위한 최근 상법 개정안의 비판적 검토

After the opening of the 20th National Assembly, up to now 49 Amendments (36 for company and 13 for insurance) of the Commercial Act have been proposed. The main purpose of the amendment proposals is to realize economic democratization, which has emerged as a social concern since the 18th presidential election, to reform chaebol and improve corporate governance. In particular, there are 26 revisions related directly or indirectly to the improvement of corporate governance. The details of the revision are related to the revitalization and rationalization of the general meeting of shareholders, the appropriateness of appointment of officers, the efficiency of accountability, of the total number of employees. However, the contents of each amendment are so vast and complicated that the main contents and implications of the amendment are reviewed focusing on the revitalization and rationalization of the general meeting of shareholders. The details of the amendments to the Commercial Act concerning the general shareholders' meeting are as follows. First, to activate the shareholders' meeting, a written or electronic voting was mandatory, an electronic shareholder meeting was introduced, and a new obligation to explain the director was added. In order to rationalize the general meeting of shareholders, we added details of the shareholder list, extended the notice period for the general meeting of shareholders, relaxed the resolutions of the general meeting of shareholders, and allowed the shareholders to contribute profits. However, not only are there opposing views on the pros and cons of such amendments, but they also involve considerable problems in terms of contents. In this paper, after analyzing the details of the amendments related to the revitalization and rationalization of the general shareholders' meeting, we clarified the problems involved and sought a reasonable solution.