단일 회사법 제정 필요성에 관한 입법론적 검토 - 미국 주회사법과의 비교검토를 중심으로 -

Most of the advanced countries in the field of legal system have a single corporate law system. The United Kingdom, Germany, the United States and Japan have a single corporate law system. As a federal state, the United States does not have a federal company law, but each state has a single company code. Although there is no absolute proposition that company-related regulations must be in a single legal code, it is necessary for the legal system to be structured and operated efficiently because efficiency is one of the most important considerations in the field of corporate law. As a basic step to make the company law into a single law, it is necessary to systematically compare and review the contents of major foreign company laws. It is also necessary to ask ourselves the question of how appropriate the regulation is. The current commercial code comprehensively stipulates different types of legal norms, such as the General Provisions of Commercial Law, commercial activities, companies, insurance, sea and air transport, etc., resulting in various inefficiencies. Corporate law, which forms the basis of business activities, has the concept of “commerce” at its base, but has a stronger organizational law character than the aspect of transaction law. In addition, most of the legal relations surrounding “above” companies are compulsory regulations because they regulate collective legal legal relations. Despite these differences, since one law is comprehensively stipulated and there are a number of provisions applicable mutatis mutandis as a whole, even if only some provisions to which the provisions are applied mutatis mutandis are intended to be amended, the inconvenience of having to consider the impact on other regulations and the legislative technical aspect impediment to rapid revision. I think the most appropriate way to resolve this inefficiency is to legislate the Company Act. The company law is the basic law governing the establishment of a company, raising funds through the issuance of stocks and bonds, the composition of institutions and the distribution of powers among institutions, and reorganization. As reviewed above, most of the major foreign countries also have corporate law as a single law. Before talking about the global standard, having the laws and regulations governing the legal relations related to the company in the form of a single code is effective in maintaining and interpreting the uniform laws and regulations, and it is natural that it is convenient for the practitioner. Whether it is desirable to have the form of an integrated law that regulates all companies regardless of company type, whether it is efficient to distinguish between so-called private companies and physical companies that differ in the establishment and existence of companies, or the form of the Listed Company Act Whether it is more efficient to enact it as a part requires further research. The company section of our commercial law not only contains vast provisions that account for more than half of the provisions of the commercial law, and despite the fact that most types of companies are operated as stock companies, due to the order of compilation of the commercial law, the provisions on partnerships, etc. There are many cases in which it is difficult to understand. Therefore, I think it is meaningful to think about taking an organization centered on stock companies.