전자주주총회 관련 상법 개정안의 내용과 평가

It is important for companies to build and implement strategies for enhancing corporate value from a medium- to long-term perspective, taking into account stakeholders other than shareholders and social issues. However, there are limitations to expecting executives, who bear legal risks (liabilities), to engage in aggressive management that involves taking risks. Considering this, enhancing corporate value from a medium- to long-term perspective, which inherently involves uncertainty, is not an issue that should be left solely to the management. It is necessary for the company, shareholders, and other stakeholders to maintain a proper tension and engage in meaningful dialogue to achieve it together. In this regard, virtual general meetings of shareholders are meaningful in that they can deepen dialogue between companies and shareholders, and contribute to creating an ecosystem that supports proactive management by executives based on such dialogue. The COVID-19 pandemic served as a catalyst for active discussions on virtual general meetings of shareholders, leading to a noticeable shift in perspectives regarding their implementation. Differences of opinion regarding the feasibility of holding hybrid virtual general meetings seem to have largely been resolved, and the rationale for opposing virtual-only general meetings appears to have lost much of its persuasiveness. In light of these developments, it can be said that holding virtual general meetings is possible under the current legal framework. This raises the question: in what aspects is an amendment to the Commercial Act concerning virtual general meetings necessary? It is difficult to expect the widespread adoption of virtual general meetings based solely on the interpretation that they are permissible under current law. This is because, depending on factors such as the specific circumstances of the company—like its shareholder composition—or the manner in which the virtual general meeting is held and operated, such meetings may result in negative outcomes for the company or its shareholders, or even raise legal concerns such as the potential annulment of shareholder resolutions. To promote the widespread adoption of virtual general meetings, it is necessary to systematically examine the practical and legal issues inherent in their convening and operation—beginning with clarifying who should decide to hold such meetings and in what form—and to present appropriate solutions. An amendment to the Commercial Act is necessary in this respect—that is, to facilitate the holding of virtual general meetings by addressing the issues inherent in their convening and operation. Based on the above understanding, this paper examines the recent amendment to the Commercial Act that passed through the National Assembly. In addition, when discussing re-legislation, it proposed additional review such as allowing on-site alternative virtual shareholdersʼ meetings and allowing exceptions to lawsuits for cancellation of resolutions from the perspective of promoting the holding of virtual shareholdersʼ meetings. Furthermore, in the context of the growing emphasis on promoting investment from foreign investors, it was suggested that consideration be given to issues such as identity verification and proxy attendance with foreign investors in mind, in order to enhance the significance of virtual general meetings.