법경제학 관점에서의 상법상 상장회사 특례에 대한 소고

Listed companies occupy a central position in modern capitalist economies. Unlike ordinary corporations, they exhibit more complex law and economics issues, including the separation of ownership and management, information asymmetry, and agency problems. The Korean Commercial Act reflects these characteristics by providing special provisions on corporate governance, capital raising, and minority shareholders’ rights. Yet, a systematic assessment of their effectiveness and economic rationality remains lacking. This article examines the special provisions for listed companies from a law and economics perspective, analyzing their legislative background and substantive implications, and exploring reform directions by weighing both their efficiencies and inefficiencies. Despite their stated objectives of enhancing market efficiency and protecting investors, the current framework reveals structural limitations. Notable concerns include the largely formalistic operation of the outside director system, the weakening of minority shareholder rights caused by the exclusion of cumulative voting, and the potential misuse of treasury stock acquisitions. In response, reforms are required to strengthen the independence of outside director appointments, mandate or at least tighten the conditions for excluding cumulative voting, enhance transparency in treasury stock transactions, and improve consistency across the legal system. This study seeks to provide legal-policy implications for addressing these challenges and for guiding the future development of corporate law for listed companies.