상법상 배당가능이익 산정의 법리에 대한 비판적 고찰 - 해외 입법례 동향과 실무상 문제점을 중심으로 -

This study critically examines the current legal framework under Article 462(1)(4) of the Korean Commercial Act and Article 19 of its Enforcement Decree, which asymmetrically deducts unrealized gains when calculating distributable profits. First, it identifies that most major foreign jurisdictions do not require such deduction and instead adopt a more flexible approach. Next, it explores whether the exception stipulated in Article 19(2)(2) of the Enforcement Decree applies to the widely used practice of rolling over derivative contracts, by interpreting the current law in light of hedge accounting and other corporate accounting standards. To this end, the study organizes the arguments for and against such interpretation and conducts a comprehensive analysis of the Commercial Act, Korean International Financial Reporting Standards (K-IFRS), and the payment and settlement structures of derivatives. The findings suggest that the applicability of the exception allowing offsetting of unrealized gains and losses to derivative rollovers remains uncertain, potentially leading to an excessive reduction of distributable profits for corporations. This outcome contradicts the legislative intent of the Enforcement Decree, which aims to exempt hedging transactions that do not affect net assets. Ultimately, the study argues that the interpretive difficulties arise from the structural tension between the principle-based approach introduced through the 2011 amendment to the Commercial Act and the formalistic emphasis of the statutory text. Accordingly, the study highlights this legislative limitation and presents a reasoned proposal for reform.