주주총회 의장의 법적 지위

Abstract

Since it is the chairman of a general meeting of stockholders who presides over the meeting, the proceedings and the results of the meeting may be affected by who the chairman is. That is why there is an acute conflict of interest among the stockholders beginning from the nomination of the chairman. Since the chairman is the one who operates and presides over the meeting, not only the stockholders but also the directors or inspectors may be appointed the chairman when deemed necessary for smooth proceedings. The article in a statute stating that the executive director shall be appointed the chairman of the stockholders' meeting is not unconditional; the article is only to facilitate the process of appointing the chairman. Even when the statute suggests the one to be appointed the chairman and the one is present at the meeting, the meeting may appoint another person as the chairman. The fact that the chairman has a special interest in the items on the agenda does not automatically deprive him/her of the right to become a chairman, because the meeting can bring forward a non-confidence motion against the chairman for his/her unfair deeds in running the meeting. Chairman's right to order a stockholder to leave the room is an exceptional right endowed by the commercial law under the condition that it is practically impossible for a chairman to proceed the meeting. In consideration for reality and drawing a comparison between protecting the right of the stockholder ordered to leave the room and protecting other stockholders' right by securing smooth proceedings, it is difficult to affirm that chairman's right to order a stockholder to leave the room is unconstitutional. It may be an alternative to give a stockholder a voting right by proxy when he/she was asked to leave the room. Chairman's right to order a stockholder to leave the room is not effective without acknowledging the use of physical force against the stockholder who refuses chairman's order to leave the room. If it is a problem to force him/her out of the room by a private person, police force may be stationed outside the meeting room so that physical force by police can be used to make him/her leave the room. Since the specific methods can be improved and supplemented, chairman's right to order a stockholder to leave the room stated in the commercial law should not be affirmed unconstitutional.