독일의 코로나19 팬데믹 관계법상의 버추얼 주주총회에 관한 연구

Abstract

With the Act on Measures in Corporate, Cooperative, Association, Foundation, and Home Ownership Law to Combat the Effects of the COVID-19 Pandemic, virtual shareholders' meetings were temporarily held in Germany. Overall, shareholders' participation in general meetings increased. However, shareholders' right to speak and ask questions was not guaranteed, raising the issue of infringement of shareholders' rights and the risk of resolution cancellation at general shareholders' meetings. Besides, there has been skepticism about continuing to hold virtual shareholders' meetings after the end of the COVID-19 pandemic. In Korea, due to the COVID-19 pandemic, the idea of virtual shareholders' meetings, instead of on-site meetings that require physical attendance, gained more support. However, as in the German case, if shareholders' right to speak and ask questions is not guaranteed, virtual shareholders' meetings can create a social issue. Successful settling of the virtual general shareholders' meeting system requires technical and institutional support. If Korea reflects on the issues raised in the German experience of holding virtual general shareholders’ meetings to improve the institutional system, it will maximize the advantages of virtual meetings while reducing trial and error. First, virtual shareholders' meetings need promotion as an arena of shareholder discussion that is shareholder friendly. Moreover, companies must establish an adequate online system to run virtual shareholders’ meetings seamlessly. If shareholders are denied chances to ask questions at the virtual meetings, it will restrict their informational rights. More questions from shareholders may naturally interfere with the virtual meetings, and some may intentionally abuse this. Notably, shareholders who accessed the meeting online may ask questions more frequently than at on-site meetings. Nevertheless, it is not desirable to block questions from shareholders. A moderator should manage the number of questions (to fit in the given time) and guarantee shareholders’ right to ask questions.