주주권 행사 개선방안- 주주제안권 행사기한과 주주명부 열람‧등사 청구권 행사방법을 중심으로 -

Shareholder Activism accompanied by easier exercise of shareholder rights can be a boon to alleviation of the ‘Korea Discount’ in Korean capital markets. Shareholder Proposal (Korea Commercial Act, hereafter ‘KCA’, Article 363-2) and Inspection or Requiring Copy of Shareholder Register (KCA Article 396) can be key to success of the Shareholder Activism. However, exercise of both rights has procedural issues. Shareholder Proposal can be made regarding dividends. Nevertheless, the current requirement that the proposal be made at least 6 weeks prior to the date of General Meeting (hereafter, ‘GM’) of shareholders could oblige a shareholder trying to make a proposal about the final dividend to make the proposal without being able to figure out the distributable profits. In addition, if final dividends become an issue for the Board to decide, then shareholders get no say over dividends whatsoever. Even for other non-dividend proposals, the 6 week requirement could unjustly hamper them. If the Board has not decided on the agenda by 6 weeks prior to the date of the GM, then even if the Board decides on the agenda afterwards the shareholder’s chances of making a proposal regarding that agenda would be cut short by the 6 week requirement. Hence, as this 6 week requirement could become a requirement that at times could not be met, it is an unjust requirement, needing an improvement. Thus, if there are special circumstances which render the 6 week requirement unjust, a Shareholder Proposal should recognised as lawful as long as it has been made at a reasonable date prior to the date of GM. Legislatively, the required 6 weeks need to be cut to fewer weeks. Right to inspect or require copy of Shareholder Register is hard to be exercised if the company does not voluntarily comply with the request of the shareholder. If there is no voluntary compliance by the company, the right will need to be exercised using a provisional disposition (preliminary injunction) under the Civil Execution Act. However, as it is hard to think of proper reasons for denying the request, and as the right to inspect or require copy of Shareholder Register is a basic right used to challenge the management, it is hard to conceive this right as something that can only be exercised with ‘necessity of disposition/injunction’, as required for a provisional disposition. Furthermore, add to this the fact that non-compliance with request for an inspection or requiring copy of Shareholder Register without proper reasons constitutes a criminal offence abroad, it seems necessary to make inspection of Shareholder Register easier. As many companies have already introduced electronic voting at GMs, we could consider extending the relevant technology such that any shareholder electronically certified could immediately inspect the Shareholder Register electronically.