전자주주총회 도입에 관한 법적 쟁점

The realization of virtual shareholder meetings or the progress of information and communication technology that makes it possible will not easily bring a complete answer to the problem of the shareholder meeting system. There will be several options for utilizing the performance of digital technology for the operation of the general shareholders' meeting or corporate governance. In this regards, even if the use of electronic means for the operation of the general shareholders' meeting is accelerated, it is desirable to design flexible system so that each company can make its own choices, except for minimum regulations for shareholder protection. It needs to have each company choose an appropriate method of holding virtual shareholder meetings among the following three categories considering its own business circumstances. For example, ⅰ) a method of holding an on-site shareholder meetings with some shareholders attending virtual shareholder meetings, ii) a method of holding an on-site shareholder meetings with some shareholders participating virtual shareholder meetings and exercising voting rights simultaneously, iii) method of holding virtual only shareholder meetings without holding an on-site shareholder meetings. On the other hand, if the direction of the general shareholders' meeting depends on the social background of the times, it will be necessary to review entire institutional structure surrounding the general shareholders' meeting in response to the development of digital technology. This paper deals with legal issues that need to be solved to introduce virtual shareholder meetings into Korea. It analyzes the types of virtual shareholder meetings and as legal issues related to the introduction of virtual shareholder meetings, governing rules of introducing virtual shareholder meetings and the authority to convene virtual shareholder meetings, criteria for selecting companies subject to the permission of virtual shareholder meetings, method of transmitting and receiving information at virtual shareholder meetings, revision of the provision of meeting place, the establishment of regulations that are considered participation, participation and exit of meetings, verification of principal and agent, guaranteeing appropriate right to question, handling proposed agenda during meeting, exercising voting rights by proxy and right not to cast all the votes in the same way, treatment of exercising voting rights in advance, problem of fraudulent log-in, securing fairness in the operation of the meeting, communication failures and defects in resolutions at virtual shareholder meetings, and the review of legislative proposals are also discussed. In addition to the issues covered in this paper, it suggests to discuss ways to improve current inspector of elections system, because it seems to become more important for fair management of virtual shareholder meetings if virtual shareholders system is introduced. It will also be necessary to review legal measures plan to provide 'all' of reference documents for general shareholders' meetings in an electronic way (provisions of supplying general shareholders' meeting materials electronically), which were implemented since September 2022 in Japan.