기업지배구조 건전화를 위한 자기주식 과다보유 제한의 정합성 검토

Recently the principles of Corporate Governance have been modified in many countries. Under the 2012 revised Korean Commercial Code, the stock repurchase is permitted with the profit available for dividends. As a consequence, the stock repurchase amount has been increasing sharply. Imbalance between treasury stock and regulation method are resolved by Commercial Law. Excessive possession of treasury stocks lead to inequality of dominance in corporation and excessive possession of treasury stocks make shareholder’s right weak. Firstly, This paper suggests that stock repurchase amount has to be restricted to 10% of the total number of issued stocks. In conclusion, the extension of r shareholders’ rights will help to improve the Corporate Governance. Secondly, Regulations should be established to procedure of treasury stock. Disposition of treasury stock is similar to issue of new shares, illegitimate disposition of treasury stock is strongly prohibited. Thirdly, Commercial Law §343, Stock incineration procedures should be regulated. The simplification of the profit incineration process contribute to excessive possession of treasury stocks. Conclusionly, Commercial Law Must create a new rule to prohibit third parties from owning own shares. This paper suggests that stock repurchase amount has to be restricted sternly. The extension of shareholders’ rights will help to improve the Corporate Governance. Above four measures can strengthen shareholders’ rights. The author hope that the suggested measures will contribute to desirable the Korean Corporate Governance.