주주제안제도의 쟁점에 관한 소고

This paper examines the issues of the shareholder proposal system. The contents are summarized as follows. First, the de facto abolition of the requirement for continuous holding of listed companies by the amendment of the Commercial Act in 2020 requires reconsideration from a legislative point of view. Second, even if the shareholder proposal does not meet the 6-month continuous holding requirement, if the cause is attributable to the company, the qualification as the proposal shareholder shall be maintained. Third, considering that most of the amendment proposals are made by shareholders, the amendment proposal should take precedence over the original proposal (a company proposal). Fourth, in the case of an advisory proposal, it is difficult to accept as an interpretation theory because the matters determined by the general meeting of shareholders are limited to matters stipulated by laws or the articles of incorporation. However, it is reasonable to assume that counter proposals are acceptable given the purpose of the shareholder proposal system (realization of an open general meeting of shareholders, providing shareholders with an opportunity to speak). Fifth, if the number of director candidates recommended by the shareholder proposal and the company proposal exceeds the quota prescribed by the articles of incorporation, the method of appointing directors shall be in the order of multiple voters from among all candidates receiving a majority of the votes. And sixth, when a listed company proposes to appoint a director, the type of director must be specified, and in the case of a proposal for the appointment of an audit committee member, the voting method must also be specified.