Will-be Amendments of Korean Corporate Laws in 2009: Mystic Mix

Young-Cheol K. Jeong, Yonsei Law School

Abstract

Korean Commercial Code was revised effective February 4, 2009. It would be substantially revised again in later this year if the pending bill passes the National Assembly. The first part of this article analyzed the history of the pending bill in terms of procedure and substance. The bill is complex as well as comprehensive.

The second part is an attempt to find answers in the bill to basic corporate law questions. The answers are not clear because the bill is a political settlement without any in-depth discussions about the substance of a corporation. It is a mystic mix of conflicting policies and phylosophies about the shareholder primacy, the function of corporate laws, and the role of the judiciary.

The final part is a guessing game about the response of Korean judiciaries to legal uncertainties. Korean courts have been audacious in adopting most-advanced legal theories and rendering liberal decisions on corporate matters. The nature of the relationship between the management and the shareholders is, by its nature, not easily stipulated, but for the term “fiduciary.” I anticipate the Korean judiciary continues to render their decisions for the protection of shareholders interest unless it falls into the trap of sensationalism, politicization and post-judgeship-money- firstism.