2020년 개정 상법(회사법) 해석에 관한 소고

Several Commercial Code amendment bills have been proposed, including the government draft, to change corporate governance. The National Assembly Legislative Judicial Committee reviewed eight revised bills, including the government bill, and proposed an alternative bill to the Commercial Code. This alternative was passed at the plenary session on December 9, 2020, and took effect on the date of promulgation on December 29, 2020. The revised Commercial Code has two major revisions. One is the reinforcement of the rights of minority shareholders in terms of corporate governance, especially the governance of listed companies. The other is to solve the inconvenience of business operation. In this article, the contents of the 2020 revised Commercial Code, ⑴ the appointment and dismissal of members of the Audit and Audit Committee (audit committee), ⑵ the multiple derivative suits system, ⑶ the requirements for exercising minority shareholder rights, and ⑷ the rules related to the dividend base date, are interpreted in light of the purpose of the revision. In terms of corporate governance, the revised Commercial Code reinforced the rights of minority shareholders by changing the system of appointment and dismissal of the auditing body, introducing multiple representative lawsuits, and changing the requirements for exercising minority shareholder rights. First, the 3% voting right restriction was partially changed when the auditor or audit committee member was appointed. The revised Commercial Code does not solve the complexity and inconsistency of the total or simple 3% voting rights limit applied when appointing an auditor or audit committee member. Rather, with regard to the dismissal of an auditor or audit committee member by a listed company, it actually makes it difficult to dismiss. The revised Commercial Code introduced multiple derivative suits and created a system that allows minority shareholders of a parent company to directly sue the directors of subsidiaries. However, there are several flaws that should be corrected across multiple areas. The scope of subsidiaries and defendants subject to multiple derivative suits must be clearly defined by law. The requirement for the exercise of minority shareholder rights is an amendment to solve the existing controversy. The revised Commercial Code relaxed the requirements for appointment of an auditor and audit committee member and abolished the dividend standard for new shares. In this paper, the interpretation of the revised Commercial Code related to this is presented, and the procedures that the company should take to use the system that the revised Commercial Code has changed or newly established are being presented for discussion.