상장회사 주주총회의 역할에 대한 시론(試論) -일본의 사전확정형 결의제도 도입 논의를 소재로-

This paper analyzes the “formalization” of shareholder meetings in Korea and Japan. It examines Japan’s proposed “pre-conclusive resolution system”—a response to the weakening of the meeting’s deliberative function—and proposes a new direction for revitalizing shareholder meetings in Korea’s context of concentrated ownership by controlling shareholders. Korea’s traditional focus on increasing minority shareholder participation to check controlling shareholders has proven insufficient. This approach fails to foster substantive deliberation when outcomes are predetermined and instead, it increases inefficiency and costs without enhancing oversight. As an alternative, this paper proposes a paradigm shift:separating the meeting’s “decision-making function” from its “deliberative function.” First, to empower the decision-making function, the timely disclosure system must be strengthened. Current pre-meeting disclosures are insufficient for institutional investors to analyze agenda items. Therefore, continuous, year-round disclosure of major decisions—such as M&A and large investments—should be mandated immediately upon board approval to allow for informed voting. Second, the deliberative function must be decoupled from the legal risk of resolution annulment, a key point in Japan’s debate. If a resolution’s outcome is determined by prior voting, procedural flaws during the live meeting should not invalidate it. This legal stability transforms the meeting from a defensive procedure into a substantive Q&A forum between management and professional investors. This session should be live-streamed to all shareholders to ensure information symmetry. Additionally, mandating the disclosure of specific voting results (for, against, and abstained) is crucial, as a high opposition rate acts as significant pressure on management, even if a motion passes. While challenges remain in designing the specifics of this framework—such as the exact scope of disclosure—this approach offers a path toward more effective corporate governance. Future research should focus on developing these details into concrete legislative and practical reforms.