株主의 總會召集請求權에 관한 商法規定의 改編方案 - 株主主導的 總會召集權과 그 濫用防止의 均衡 摸索

• 영문명: Some Legal Points on Shareholders’ Right to Call General Meetings - Attempts to Find a More Appropriate Balance between the Shareholders-initiated Right to Convene General Meetings and the Prevention of the Abuse thereof -
• 발행기관: 한국사법학회(구 한국비교사법학회)
• 저자명: 金性倬(Seong-Tak Kim)
• 간행물 정보: 『비교사법』比較私法 제14권 제3호(하), 807~851쪽, 전체 45쪽
• 주제분류: 법학 > 법학
• 파일형태: PDF
• 발행일자: 2007.09.30

영문 초록

  The purpose of this study is to review the current system of the shareholders’ right to call general meetings and to suggest some reform solutions for facilitating and expanding upon the shareholders’ right to call general meetings as well as preventing the abuse of the right.
  Korean legislation concerning the shareholders’ right to call general meetings, which adopts the ‘step by step’ method rather than entitling shareholders to call general meetings directly, is more restrictive, compared to the relevant system of UK, Australia, and USA. Korean Commercial Act section 366 provides that ⑴ shareholders who hold no less than 3% of total issued and outstanding shares may demand the convocation of an extraordinary general meeting, by filing with the board of directors a written statements of the proposed subject-matters of the meeting together with the reasons for the proposed convocation; if the steps ⑵ for the convocation of a general meeting are not taken promptly after the demand for convocation by minority shareholders, the shareholder who made such demand may convene such meeting with the permission of the court.
  In this paper, I suggest the followings: in addition to having the power to ⑴ request the directors to call a general meeting, shareholders holding at least 5% or 10% of the voting shares may also call a general meeting themselves; some ⑵ supplementary legislations such as shareholders’ right to ask the company for the reasonable expenses the shareholders incurred because the directors failed to call and arrange to hold the meeting, etc., are necessary for securing the effectiveness of the system; a corporation’s constitution may allow a smaller holdings to ⑶ request a meeting than under 3% of the voting shares.

목차

Ⅰ. 머리말
Ⅱ. 株主의 總會召集權에 관한 制度設計의 基礎
Ⅲ. 總會召集에 관한 立法類型
Ⅳ. 總會召集의 適格性 및 正當性
Ⅴ. 總會召集의 節次要件
Ⅵ. 總會召集에 관한 商法規定의 適用排除 또는 加重ㆍ緩和
Ⅶ. 맺음말 및 立法的 提言
【참고문헌】
[Abstract]

키워드

주주총회의 소집 총회소집권자 이사회 소수주주 3%의 지주비율 6개월간 주식보유기간 법원의 총회소집허가 총회소집의 정당성 주주제안 Calling the General Meeting Persons Entitled to Call Shareholder Meetings Shareholders’ Right to Requisition a Meeting Failure of Directors to Call General Meeting Shareholders’ Direct Right to Convene a Meeting Court-permitted Meeting Shareholder Proposals