2019년 개정 일본 회사법에 비추어 본 한국 회사법의 입법과제

This paper summarizes and analyzes the Revised Japanese Corporation Act of 2019 (hereinafter ʻʻ2019 RJCAʼʼ), focusing on five specific issues; shareholder proposal, directorʼs compensation, indemnification, directors and officers liability insurance(D&O insurance), partial exchange of stock. The purpose of this paper is to analyze and evaluate the 2019 RJCA in comparison with Korean corporate law, and its implications for Korean corporate law. To set a stage for analysis of the 2019 RJCA, Part Ⅱ summarizes the process of enactment of 2019 RJCA and some features of Japanese enactment of corporation Act. Part Ⅲ deals with new rules on shareholder proposal right. 2019 RJCA permits a shareholder to propose the item of general shareholders meeting up to ten. If a shareholder proposes more than 10 items, then a board of directors is entitled to pick only ten items among them. Part Ⅳ discusses the proper incentive system for directors. Under the 2019 RJCA, the compensation of individual directors is to be determined by a resolution of shareholders at the general shareholders meeting or a resolution of a board of the directors, unless the amount of the compensation is specified in the articles of incorporation. Futher, the 2019 RJCA details provisions covering the authority of a corporation to indemnify the directors for any damages they might incur in connection with their corporate activities, and for the expenses of defending themselves. Finally the 2019 RJCA permits corporations to buy D&O insurance for directors and officers. Part V details the new mechanism of corporate reorganization, which permits the partial exchange of stock. Through this mechanism, a corporation can make other corporation its subsidiary.