여러 유형의 주주에 대한 3% 의결권 제한 규정의 적용 - 집합투자기구, 우리사주조합에 관한 검토를 중심으로 - = Application of the 3% Rule to Various Types of Shareholders - Focus on Collective Investment Schemes and Employee Stock Ownership Associations -

다국어 초록 (Multilingual Abstract)

Under the Korean Commercial Code, shareholders face restrictions on voting rights for shares exceeding 3% of the total issued shares during the appointment of auditors or certain members of the audit committee (referred to as the ‘3% rule’). As shareholder activism gains prominence, the 3% rule holds significant sway in Korean shareholder meetings.
In the shareholder meetings of listed companies, various entities, including collective investment schemes established under the Financial Investment Services and Capital Markets Act and employee stock ownership association funds under the Framework Act on Labor Welfare, wield voting rights as shareholders. However, discussions on shareholders have predominantly centered on the Korean Commercial Code, overlooking shareholders governed by other statutes. When the 3% rule is applied to shareholders not regulated by the Korean Commercial Code, diverse issues may arise.
If a collective investment business entity exercises voting rights for shares exceeding 3% of a listed company’s issued shares through multiple collective investment schemes, each scheme is subject to voting rights limitations of up to 3% of the total issued shares during the appointment of auditors. The 3% rule applies to each collective investment scheme separately.
An employee stock ownership association fund exercises voting rights through methods specified by the Framework Act on Labor Welfare. As the fund exercises its voting right as a single shareholder, the 3% rule should be applied to the association rather than individual members of the fund. This interpretation aligns with the principles of the Korean Commercial Code.
The Korean Commercial Code has not addressed the aforementioned issues. The trend of shareholder activism in Korea will likely impact various disputes related to the 3% rule. This article suggests that appropriate legislative supplements are necessary.