상법 속 숨은 오류 찾기 — 회사법을 중심으로 —

On December 5, 2022, the Ministry of Justice appointed 11 members to the "Special Committee for Amendment to the Commercial Code," an advisory body for the revision and research of corporate law in Korea. This committee initiated discussions on the future direction of amendments to the Commercial Code, of which corporate law is the main part, including the introduction of virtual shareholders' meeting and reform of shareholder protection measures such as appraisal right in terms of merger, take-over, corporate split-out. Since then, the debate over amending the Commercial Code has intensified, aligning with broader discussions on overcoming so-called "Korea discount" and enhancing Korean companies' value-up. The term "manifest errors" refers to provisions that, excluding those subject to significant academic debate, have sparked interpretative controversies due to inconsistencies with the original legislative intent during previous codification efforts. It also encompasses provisions that clearly contain technical errors or are minor technical matters with little or no academic contention. This study identifies and lists such errors across various areas, including: the execution of duties by limited liability partners in limited partnerships, stock options, acquisition of treasury shares, types of shares (particularly redeemable and convertible shares), shareholder burdens in cases of corporate divisions, stock exchanges or transfers, the prohibition of misappropriating corporate opportunities, multiple derivative actions, executive officers, transfer of subscription rights for new shares, lawsuits challenging the invalidity of capital reductions, corporate accounting, interim dividends, and merger agreements. Given the ongoing discussions on amending Korean corporate law, it is imperative to address these manifest errors in corporate law provisions to ensure a comprehensive and accurate revision process.