차등의결권 주식의 도입가능성에 대한 연구

Abstract

Nowadays we see many cases, in which the incumbent managers or controlling shareholders have some 'super-voting' or 'weighted voting' stocks. Such phenomina are so prevalent worldwide, that we could not escape ourselves from reconsidering the validity of one-share-one-vote principle. The world-famous football club Manchester United, luxury giant Louis Vuitton, the IT innovator Google and the sportsware pioneer Nike, these are only a small portion of cases, where an 'extreme governance' renders a peaceful and stable leadership to the incumbent managers of the promising corporations. In U.S., the Delaware General Corporation Act does not prohibit any sort of dual class common stock. The british, french, danish, hollandish, swedish or italian companies enjoy also the same trend in their business world. German Stock Corporation Act permits also some sort of dual class voting system - capped voting and scaled voting plan - for a non-listed company. In Japan, the recently (2006) codified "Company Act" permits a 'unit-based' voting system, where the shareholder, who possesses less than 'the unit', could have no voting power at all. Korea became nowadays an exception from these trends. There has been some hot discussion on the way to introduce a possible dual class stock in the "Commercial Code Book" or in any special statutes in Korea. The author chose a simple addition to the existing section 369 subsection (1) of Korean Commercial Code as follows ; "Unless otherwise mentioned in the certificate of association, all the shareholders enjoy the one-share-one-vote principle."