상장회사의 소수주주권 행사요건

Under the Korean Commercial Code (KCC), certain rights of shareholders require minimum shareholding ratio. For example, shareholders holding at least 3% of the total issued and outstanding shares may exercise a proposal right (general provision). In case of listed firms, the KCC lowers the minimum ratio if the shareholder has held such shares for at least 6 months. For example, shareholders holding at least 1% of the shares of a listed firm for at least 6 months may exercise a proposal right (special provision). The issue is whether the special provision for the listed firms excludes the application of the general provision. For example, can shareholders holding 10% of the shares of a listed firm for 3 months exercise a proposal right? This paper argues that the special provision and the general provision should apply cumulatively. Thus, shareholders holding 10% of the shares for 3 months are allowed to exercise a proposal right. In leading to this conclusion, this paper reviews the history of the statutory amendments, analyzes the comparable wordings in other statutes, and considers the incentives of the involved parties in corporate disputes. In this regard, this paper criticizes a recent ruling of the Seoul High Court for misunderstanding the amendment of the KCC in 2009 and disregarding the statutory history before 2009.