인문학
사회과학
자연과학
공학
의약학
농수해양학
예술체육학
복합학
DBpia AI
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AI 아이디어
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지원사업
학술연구/단체지원/교육 등 연구자 활동을 지속하도록 DBpia가 지원하고 있어요.
커뮤니티
연구자들이 자신의 연구와 전문성을 널리 알리고, 새로운 협력의 기회를 만들 수 있는 네트워킹 공간이에요.
초록· 키워드
On incorporate, organs and financial management etc. of corporations, the fundamental law is the Commercial Act. There are many special cases for listed corporations in the Commercial Act. First, for example, on the minority shareholder`s right, (1) any person who has continued to hold shocks equivalent to no less than 15/1.000 of the total number of issued and outstanding shares of a listed company for more than six months may exercise shareholder`s rights under Article 366 and Article 467(§542-6(1)). (2) any person who has continued to hold stocks equivalent to no less than 10/1,000 of the total number of issued and outstanding shares of a listed company, except for nonvoting stocks, for more than six months may exercise shareholder`s rights under Article 363-2(§542-6(2)). (3) any person who has continued to hold stocks equivalent to no less than 50/10,000 of the total number of issued and outstanding shares of a listed company for more than six months may exercise shareholder`s rights under Article 385 and Article 539(§542-6(3)).
Second, on the election of a member of the audit committee, (1) in cases of a listed company under Article 542-11(1), notwithstanding the provisions of Article 393-2, a general meeting of shareholders shall have the authority to appoint or dismiss members of an audit committee(§542-12(1)). (2) a listed company under Article 542-11(1) shall appoint members of its audit committee from among directors appointed by a general meeting of shareholders(§542-12(2)). Third, on the appraisal rights of shareholders, the Capital Market and Financial Investment Business Act has provisions of special cases concerning appraisal rights of shareholders. For example, (1) a shareholder who opposed the resolution of the board of directors with respect to the matters for resolution specified by a stock-listed corporation under Articles 360-3, 360-9, 360-16, 374, 522, 527-2 and 530-3 of the Commercial Act may request the corporation to purchase the stocks he/she owns within 20days from the date when the resolution of the general meeting of shareholder is made, in writing by indicating the type and number of stocks, only when the shareholder has informed the corporation of his/her intention to oppose the resolution in writing prior to the general meeting of shareholder(§165-5(1)). (2) the relevant corporation which receives the request under paragraph (1) shall purchase the stocks within one month from the expiration of the period for exercising appraisal rights(§165-5(2)).
The Article 542-6 and 542-12 of the Commercial Act and the Article 165-5 of the Capital Market and Financial Investment Business Act, however, have many legal problems of application of special cases for listed corporations. In this paper, thus, I have investigated the reorganization method of the special cases for listed corporations under the Commercial Act and the Capital Market and Financial Investment Business Act, and analyzed the legal problems of the special cases for listed corporations on the corporate governance and exercise of stockholder`s right. Finally, I have proposed the reform measure for settlement of such problems of the special cases for listed corporations under the Commercial Act and the Capital Market and Financial Investment Business Act.
Second, on the election of a member of the audit committee, (1) in cases of a listed company under Article 542-11(1), notwithstanding the provisions of Article 393-2, a general meeting of shareholders shall have the authority to appoint or dismiss members of an audit committee(§542-12(1)). (2) a listed company under Article 542-11(1) shall appoint members of its audit committee from among directors appointed by a general meeting of shareholders(§542-12(2)). Third, on the appraisal rights of shareholders, the Capital Market and Financial Investment Business Act has provisions of special cases concerning appraisal rights of shareholders. For example, (1) a shareholder who opposed the resolution of the board of directors with respect to the matters for resolution specified by a stock-listed corporation under Articles 360-3, 360-9, 360-16, 374, 522, 527-2 and 530-3 of the Commercial Act may request the corporation to purchase the stocks he/she owns within 20days from the date when the resolution of the general meeting of shareholder is made, in writing by indicating the type and number of stocks, only when the shareholder has informed the corporation of his/her intention to oppose the resolution in writing prior to the general meeting of shareholder(§165-5(1)). (2) the relevant corporation which receives the request under paragraph (1) shall purchase the stocks within one month from the expiration of the period for exercising appraisal rights(§165-5(2)).
The Article 542-6 and 542-12 of the Commercial Act and the Article 165-5 of the Capital Market and Financial Investment Business Act, however, have many legal problems of application of special cases for listed corporations. In this paper, thus, I have investigated the reorganization method of the special cases for listed corporations under the Commercial Act and the Capital Market and Financial Investment Business Act, and analyzed the legal problems of the special cases for listed corporations on the corporate governance and exercise of stockholder`s right. Finally, I have proposed the reform measure for settlement of such problems of the special cases for listed corporations under the Commercial Act and the Capital Market and Financial Investment Business Act.
#감사위원의 선임
#개정상법
#기업지배구조
#상장법인 특례규정
#소수주주권
#자본시장법
#주식매수청구권
#주주총회소집청구권
#집중투표제
#Election of a Member of the Audit Committee
#The Commercial Act amended 2011
#Corporate Governance
#Special Cases for Listed Corporations
#Minority Shareholder`s Right
#The Capital Market and Financial Investment Business Act
#Appraisal Rights of Shareholders
#Demand for Convocation by Minority Shareholders
#Concentrated Vote
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목차
- Ⅰ. 서설
- Ⅱ. 감사위원회 위원의 선임에 관한 특례규정
- Ⅲ. 소수주주의 권리행사에 관한 특례규정
- Ⅳ. 주식매수청구권의 행사에 관한 특례규정
- Ⅴ. 결론
- 【참고문헌】
- 【Abstract】
참고문헌
참고문헌 신청최근 본 자료
UCI(KEPA) : I410-ECN-0101-2015-300-002484040
