A Study on the Legal Relationship between the Company and Shareholders and the General Meeting of Shareholders and the Possibility of Clarification : Starting with the review of recent commercial law amendments (proposals) and controversies such as t

Recently in Korea, arguments have been raised that it is necessary to revise the Commercial Act in order to crystalize the duty of faith by directors stipulated in Article 382-3, and the following proposals have been raised for revision of the Commercial Act; 1. While there have been proposals for a revised act that explicitly states the duty of faith by directors to shareholders, especially the duty of faith to protect minority shareholders, 2. On the other hand, there have been arguments that the duty of care of good manager by directors should not effected as provisions applying the Civil Code mutatis mutandis but should be explicitly stated in the Commercial Act, 3. Others argue that, while maintaining the current duty of faith of directors, the proposed revision should explicitly state the directors' duty to protect the interests of all shareholders concurrently with establishing the duty of prohibition of infringement of interests or rights of specific shareholders, and that the duty of directors to consider environmental and social factors should be stipulated by law. And there have been sharp disputes in the pros and cons of these arguments in academia, industry, and various fields. In fact, the starting point of the debate on revision was triggered when some opposition party members of the National Assembly created and announced a revision bill for the Commercial Act. However, such draft bill is perceived strongly as a problem that shakes the foundation of the basic theory or principle of the joint stock company system under Korean Commercial Act, so there are quite a few voices in academia opposing the draft bill and even the revised draft bill. Since I am fundamentally opposed to this draft, I started this study by examining the revised bill (draft) clearly stating the reason for my opposition. Next, as I considered that the reason that made such revision proposals inevitable was that the relationship between the general meeting of shareholders and the company was unclear compared to other institutions under Korean Commercial Act, so I examined what the solution would be, and even attempted to propose legislation.