IT화 관련 회사법 개정의견

A Study on Amendment of Corporate Law relating to Information Technology

IT, which was introduced to our legal system, is changing corporate legal environment rapidly. It can save much money in issuing the stocks and help share holders to exercise their rights and enable some legal mechanism to function efficiently. Therefore we need to receive IT by amending our corporate law to make corporate action operate well. First, electronic ballot system of shareholders’ meeting is received as one of the means to solve some problems caused by shareholder’s indifference to corporate action. The definition of electronic ballot system in shareholders’ meeting is the system by which shareholders can participate in ballot of shareholders’ meeting electronically instead of written ballot or being present in real shareholders’ meeting. To introduce the electronic ballot system, we need to amend some articles of corporate law on present shareholders’ meeting. Second, The concept of electronic securities which include electronic stocks and electronic bonds was introduced to overcome the paper crisis. The electronic register book represents the title to stocks and bonds and the ownership of any stocks or bonds is determined not by possession of materials representing stocks etc. like any other negotiable instruments but by registry on the register book. So, many regulations stipulated under the nature of negotiable instrument of stocks and bonds should be amended to apply to the electronically registered stocks and bonds. Finally, electronic notification system can be introduced to our corporate law instead of present notification system which is implemented by newspaper. Web site notification can be one way of electronic notification but it needs to meet some conditions that the notification period and contents can be proved later. It is important to harmonize the new IT-relating articles with other articles in corporate law and we need more research on that theme.