2025년 개정 상법상 집중투표제에 관한 실무상 쟁점

Under the recently amended Korean Commercial Act, large listed companies with total assets of KRW 2 trillion or more may no longer exclude cumulative voting through their articles of incorporation, thereby making the introduction of cumulative voting mandatory. In connection with the mandatory adoption of cumulative voting under the amended Act, the main issues that may arise in practice include: (i) whether, in a company without a limitation on the number of directors prescribed in its articles, in cases where minority shareholders propose the election of multiple additional directors, the company may put to a vote a preliminary agenda item to determine the number of directors to be elected before proceeding to the election of directors; (ii) whether, in circumstances where multiple directors of different categories must be elected, the company may present separate agenda items for the election of directors by category (i.e., whether “category-based voting” is permissible); (iii) if “category-based voting” is deemed impermissible and, as a result of cumulative voting, directors are elected strictly in order of the highest number of votes, whether, in cases where such an outcome would contravene statutory or charter-based requirements regarding the number or ratio of directors by category, the company may disregard a higher-ranked candidate and instead elect the next-ranked candidate (“skipping”); and (iv) with the expansion of the number of audit committee members required to be separately elected to two or more, whether cumulative voting applies when two such audit committee members are elected at the same shareholders’ meeting. Beginning no later than the regular general shareholders’ meetings in 2027, when large listed companies will in practice be required to implement cumulative voting, there is a significant risk that differing views—depending on each shareholder’s interests—on these and other issues will give rise to considerable confusion in practice. It is therefore hoped that, before the amended provisions come into force, interpretive theories addressing potential practical issues in the operation of cumulative voting will be extensively developed, and based on such discussions, the Ministry of Justice will provide guidelines to prevent uncertainty in practice.