주주제안권(株主提案權) 행사(行使)의 범위(範圍)와 회사의 이익보호 -관서전력주식회사주주(關西電力株式會社株主)의 권리행사(權利行使)에 관한 사건을 중심으로- = Scope of Shareholders` Exercise of Right to Make Proposal and Protection of Company’s Interest -Focused on the case whereby shareholders of Kansai Electric Co., Ltd.-

다국어 초록 (Multilingual Abstract)

Minority shareholders other than major shareholder (controlling shareholder) commanding the governing power at the shareholders’ meeting, cannot exercise particular influence on the company’s management due to their weak position at the shareholders general meeting, despite of their capital contribution to the company, and hence are frequently indifferent to the management thereof. Therefore, these minority shareholder shall be permitted to be in charge of the monitoring function on the management by beung ganted a role to contain controlling shareholder and contribute to securing the sound management of the company. The concrete judicial realization thereof is the minority shareholders’ right, which is granted only minority shareholder holding not less than a certain amount of shares. One of such minority shareholders’ right adopted officially in the revised Commercial Code in 1998 was the shareholders`` right to make proposal. So far since the adoption of shareholders`` right to make proposal, the theoretical and interpretational and systemic framework was speedily and easily constituted based on the legislation cases and accumulated theories etc. However, in Korea, there is no dispute so far on practice or positive law regarding shareholders`` right to make proposal. As such, it is true that we never know how and on which issue such dispute on practice or positive law with regard thereto can arise, and in case we confront such problem what would be the interpretational guideline for resolution thereof, in current situation. Therefore it would also be very important to find out such issues and the interpretational guideline therefor from foreign cases and through comparative law research, on the resolving level of future problems related to this system.Hereafter this study proceeds by focusing review on the recent Japanese judicial case (Osaka High Court, decided on November 8, 2013) whereby it was determined whether a minority shareholder’s exercise of the right to request perusal and reproduction of the board of directors’ minutes without such right being particularly organized as a minority shareholder’s ancillary right to substantial exercise of shareholders`` right to make proposal, shall be regarded as the excessive exercise of shareholders’ rights, and whether such exercise of shareholders’ right shall be justified even if the management determines and argues that the contents of the minutes of the board of directors’ meeting shall be acknowledged as corporate secret, as part of the comparative law research from previous foreign cases. This study presented what would be the scope of shareholders’ exercise of right to make proposal and the interpretational guideline for resolution of the conflict of interest as the main effect of the study, and sought what are the management’s responding measures for protection of the company’s interest and discharge of their responsibility on the issues related to shareholders’ exercise of right related to interested parties, which may arise in Korean corporate practices as the ancillary effect hereof.