2025년 개정 상법에 관한 분석과 평가

This paper summarizes the key provisions of the Commercial Code revisions enacted in two stages in 2025 and analyzes key issues. The revision of the Article 382-3 to explicitly state (i) a ‘fiduciary duty for shareholders,’ (ii) a duty to protect the interests of shareholders as a whole, and (iii) a duty to fairly treat every shareholder is expected to improve corporate governance by raising awareness among directors and management about the importance of shareholder protection. However, the other amendments feel rather rough. The first amendment aggregates the shares held by specially-related persons of the largest shareholder in applying ‘3% limit’ for appointing audit committee members. It places the largest shareholder at a significant disadvantage compared to other shareholders. The second amendment expanded the requirement for separate election of audit committee members to at least two, and prohibited large listed companies from excluding cumulative voting in their articles of incorporation. Consequently, if shareholders other than the largest shareholder employ methods such as splitting their holdings below 3% among related parties to maximize voting power during separate elections, it is theoretically possible for them to secure significant number of seats, even majority, on the board. These amendments, overly focused on restricting the largest shareholder's power, risk granting disproportionate influence to other shareholders, raising concerns about adverse effects. While the introduction of electronic shareholder meetings is positive in itself, its content is unusual from a comparative perspective as it limits options and mandates it for large listed companies. Now that the Commercial Code has been amended, reasonable interpretation and operation are required to minimize negative side effects and confusion during its implementation.