[제1장 통 칙]
제1절 회사의 의의
[1] 회사의 개념요소와 이의 현대적 수정 ································································· 3
영리성/ 3 법인성/ 4
[2] 1인 회사 ········································································································ 7
의 의/ 7 회사의 사단성의 폐지/ 7 1인 회사의 법률관계/ 7
제2절 회사의 종류
상법전상의 분류/ 11 이론상의 분류/ 14
제3절 회사의 능력
권리능력/ 16 행위능력/ 17 불법행위능력/ 18
제4절 회사법상의 소
[1] 서 언 ··········································································································· 19
[2] 회사법상의 소의 특색 ····················································································· 19
소의 성질/ 19 소의 절차/ 20 재량기각/ 21 판결의 효력/ 22
패소한 원고의 손해배상책임/ 23 회사소송에서의 가처분/ 23
제5절 합 병
[1] 총 설 ··········································································································· 25
합병에 관한 상법의 규정체계/ 25 의 의/ 25 합병의 본질/ 25
[2] 합병의 제한 ·································································································· 26
[3] 합병의 절차 ·································································································· 26
합병계약/ 26 합병계약서 등의 공시/ 27 합병결의/ 27
채권자보호절차/ 27 신설합병에서의 설립위원 선임/ 27 합병등기/ 28
[4] 합병의 효과 ·································································································· 28
[5] 합병무효의 소 ······························································································· 28
총 설/ 28 무효의 원인/ 29 소송의 당사자 및 제소기간/ 29
무효판결의 효과/ 29
제6절 조직변경
[1] 총 설 ··········································································································· 31
의 의/ 31 유 형/ 31
[2] 각 유형별 검토 ······························································································ 31
합명회사와 합자회사 사이의 조직변경/ 31
주식회사와 유한회사 사이의 조직변경/ 32
주식회사와 유한책임회사 사이의 조직변경/ 33
[3] 등기 및 효력발생시기 ····················································································· 33
[4] 조직변경의 무효 ···························································································· 33
제7절 해산과 청산
[1] 해 산 ··········································································································· 34
해산의 의의/ 34 해산사유/ 34 해산명령과 해산판결/ 35
휴면회사의 해산의제/ 37 해산의 공시/ 37 해산의 효과/ 38
[2] 청 산 ··········································································································· 38
총 설/ 38 임의청산/ 39 법정청산/ 39
제8절 회사의 계속
의 의/ 44 각 회사별 회사의 계속/ 44 계속등기/ 45 계속의 효과/ 45

[제2장 주식회사]
제1절 주식회사의 기초
[1] 자본금 ···········································································································49
의 의/ 49 자본금에 관한 원칙/ 50
[2] 주 식 ··········································································································· 52
[3] 주주의 유한책임 ···························································································· 52
제2절 설 립
제1관 총 설 ········································································································ 53
[1] 주식회사 설립절차의 특징 ··············································································· 53
[2] 설립절차의 개관 ···························································································· 53
발기설립/ 53 모집설립/ 53 변태설립사항이 있는 경우/ 54
[3] 발기인과 발기인 조합 ····················································································· 54
발기인/ 54 발기인조합/ 55
[4] 설립중의 회사 ······························································································· 55
의 의/ 55 성립시기/ 56 설립중의 회사의 법률관계/ 57
제2관 정관의 작성 ······························································································· 59
[1] 정관의 의의 ·································································································· 59
정관의 개념/ 59 정관의 기재사항/ 59
[2] 절대적 기재사항과 수권자본제 ········································································ 59
절대적 기재사항/ 59 수권자본제도/ 60
[3] 변태설립사항(제290조) ··················································································· 60
발기인의 특별이익(제1호)/ 61 현물출자(제2호)/ 61 재산인수(제3호)/ 62
설립비용 및 발기인의 보수(제4호)/ 64
[4] 정관의 효력발생 ···························································································· 65
제3관 재산적 기초의 형성과 기관의 구성 ······························································· 65
[1] 주식발행사항의 결정 ······················································································ 65
[2] 발기설립 ······································································································· 66
발기인의 주식인수/ 66 출자의 이행/ 66 기관의 구성/ 67
설립경과의 조사/ 68 변태설립사항의 조사/ 68
[3] 모집설립 ······································································································· 70
발기인의 주식인수/ 70 주주의 모집/ 70 모집주주의 주식인수/ 70
출자의 이행/ 72 기관의 구성/ 73 설립경과의 조사/ 74
변태설립사항의 조사/ 74
[4] 발기설립과 모집설립의 비교 ············································································ 75
제4관 설립등기 ···································································································· 75
제5관 가장납입 ···································································································· 76
의 의/ 76 유 형/ 76 회사설립의 효력에 미치는 영향/ 77
발기인 등의 책임/ 77 신주발행 시 회사자금에 의한 주식취득/ 78
제6관 설립관여자의 책임 ······················································································ 78
[1] 서 언 ··········································································································· 78
[2] 발기인의 책임 ······························································································· 79
회사성립 시의 책임 / 79 회사불성립 시의 책임/ 83
[3] 기타 설립관여자의 책임 ·················································································· 84
[4] 유사발기인의 책임 ························································································· 84
제7관 설립의 무효 ······························································································· 85
[1] 서 언 ··········································································································· 85
개 관/ 85 다른 개념과의 구별/ 86
[2] 설립무효의 소 ······························································································· 86
무효의 원인/ 86 소의 제기 및 절차/ 86 판 결/ 86
[3] 사실상의 회사 ······························································································· 87
제3절 주식과 주주
제1관 주 식 ········································································································ 88
[1] 주식의 의의 ·································································································· 88
개 념/ 88 주식의 이중적 의미/ 88
[2] 액면주식과 무액면주식 ··················································································· 88
의 의/ 88 무액면주식의 기능/ 89 무액면주식의 발행/ 89
액면주식과 무액면주식의 전환/ 90
[3] 종류주식 ······································································································· 91
개 설/ 91 이익배당·잔여재산분배에 관한 종류주식/ 92
의결권의 배제·제한에 관한 종류주식/ 93 상환주식/ 95 전환주식/ 99
제2관 주주·주주권 ······························································································ 103
[1] 의 의 ········································································································· 103
[2] 주주의 권리 ································································································ 103
의 의/ 103 근거 및 제한/ 104 권리의 분류/ 104
[3] 주주평등의 원칙 ·························································································· 105
의 의/ 105 법적 근거/ 105 위반의 효과/ 105 예 외/ 106
[4] 주주의 의무 - 출자의무 ··············································································· 106
[5] 주식불가분의 원칙과 주식의 공유 ·································································· 106
주식의 불가분성/ 106 주식의 공유/ 106
[6] 타인명의에 의한 주식인수의 법률관계 ···························································· 107
주금의 납입의무/ 107 주주의 확정/ 107
제3관 주권과 주주명부 ······················································································· 109
[1] 주권(株券) ··································································································· 109
의 의/ 109 주권의 성질/ 109 주권의 발행/ 109
주권의 불소지제도/ 111 주권의 상실과 재발행/ 113 주권의 전자등록/ 114
[2] 주주명부 ····································································································· 115
의 의/ 115 기재사항 및 비치·공시/ 115 주주명부의 효력/ 116
주주명부의 폐쇄와 기준일/ 118
제4관 주주권의 변동 ·························································································· 120
[1] 주식의 양도 ································································································ 120
의 의/ 120 주식의 양도성과 그 제한/ 120 주식의 양도방법/ 121
명의개서(주식양도의 대항요건)/ 122 주권의 선의취득/ 126
[2] 법령에 의한 주식양도의 제한 ········································································ 127
권리주의 양도제한/ 127 주권발행전주식의 양도제한/ 128
자기주식취득의 제한/ 133 주식상호소유의 제한/ 139
주식취득의 통지의무/ 144
[3] 정관에 의한 주식양도의 제한 ········································································ 145
의 의/ 145 제한의 요건/ 145 제한의 방법/ 145 적용범위/ 146
양도승인의 절차/ 146
양도승인 거부의 후속 절차 - ?양도상대방 지정 청구? 또는 ?주식매수청구?/ 147
승인 없는 양도의 효력 - 상대적 무효/ 150
[4] 주주간의 양도제한 약정 ················································································ 150
[5] 주식에 대한 담보설정 ··················································································· 151
담보설정의 자유 및 제한/ 151 주식의 입질/ 152 주식의 양도담보/ 155
[6] 주식의 소각·분할·병합 ·················································································· 156
총 설/ 156 주식의 소각/ 156 주식의 분할/ 158 주식의 병합/ 160
제4절 주식회사의 기관
제1관 기업지배구조 ···························································································· 161
기관의 의의/ 161 우리나라 주식회사 기관의 기본적 구조/ 161
기관에 관한 규정의 강행성/ 162
제2관 주주총회 ·································································································· 162
[1] 의 의 ········································································································· 162
[2] 주주총회의 권한 ·························································································· 162
권한의 범위/ 162 권한의 전속성/ 163
[3] 주주총회의 소집 ·························································································· 164
소집권자/ 164 회의의 목적사항/ 166 소집의 통지/ 166
주주총회의 시기 및 일시·장소/ 168 주주제안권/ 169
소집의 철회·변경/ 171 연기와 속행/ 172 ?? 소집절차상 하자의 치유/ 173
?? 검사인의 선임/ 173
[4] 주주의 의결권 ····························································································· 174
의 의/ 174 의결권의 수/ 174 의결권의 제한/ 174
의결권의 불통일행사/ 176 의결권의 대리행사/ 178
서면투표와 전자투표/ 180 의결권 행사에 관한 주주간 계약 - 의결권구속계약/ 182
[5] 주주총회의 의사진행 ···················································································· 182
서 언/ 182 의 장/ 182
[6] 주주총회 결의 ····························································································· 183
의 의/ 183 결의의 방법/ 183 결의의 요건/ 184
정족수의 계산/ 185 의사록/ 187
[7] 주요 특별결의사항 ······················································································· 187
영업의 양도와 양수/ 187 중요재산의 처분 또는 담보제공/ 188
영업의 임대·경영위임, 손익공동계약 등/ 189 간이영업양도 등/ 189
t 사후설립/ 190
[8] 반대주주의 주식매수청구권 ··········································································· 191
의 의/ 191 법적 성질/ 191 요 건/ 191 절 차/ 192
효 과/ 193 매수주식의 처분/ 194 채권자의 보호/ 194
i 주식매수청구의 실효/ 194
[9] 주주총회결의의 하자 ···················································································· 194
총 설/ 194 결의취소의 소/ 195 결의무효확인의 소/ 200
결의부존재확인의 소/ 202 부당결의 취소·변경의 소/ 204
주주총회결의 관련 소송과 소송물/ 204 후속행위 관련 소송과의 관계/ 205
[10] 종류주주총회 ····························································································· 206
의 의/ 206 종류주주총회의 결의가 필요한 경우/ 207 결의요건/ 207
소집과 운영/ 208 결의의 하자를 다투는 방법/ 208
종류주주총회결의 흠결의 효과/ 208
제3관 이사·이사회·대표이사 ················································································· 209
[1] 개 관 ········································································································· 209
[2] 이 사 ········································································································· 210
의 의/ 210 이사의 선임과 퇴임/ 210 이사의 보수/ 221
주식매수선택권/ 223
[3] 이사회 ········································································································ 227
의 의/ 227 이사회의 권한/ 228 이사회의 운영/ 229
이사회결의의 하자/ 234 이사회 내 위원회/ 235
[4] 대표이사 ····································································································· 236
의 의/ 236 선정과 퇴임/ 237 대표이사의 업무집행권/ 238
대표권/ 238 대표이사의 불법행위/ 242 공동대표이사/ 243
표현대표이사/ 246
[5] 소규모회사의 관리구조 ················································································· 252
의 의/ 252 대표권의 귀속/ 252 이사회 기능의 대체/ 252
감사 기능의 대체/ 252
[6] 이사의 의무 ································································································ 252
선관주의의무와 경영판단의 원칙/ 252 충실의무/ 254
이사의 감시의무/ 255 보고의무/ 256 기업비밀유지의무/ 257
[7] 이사와 회사의 이익충돌방지 ·········································································· 257
경업피지의무/ 257 자기거래 금지의무/ 260 회사기회유용 금지의무/ 265
[8] 이사의 책임 ································································································ 267
의 의/ 267 회사에 대한 손해배상책임/ 268 제3자에 대한 책임/ 272
업무집행관여자(업무집행지시자 등)의 책임/ 276
[9] 이사의 업무집행에 대한 주주의 직접감독 ························································ 278
개 설/ 278 유지청구권/ 279 대표소송/ 281
[10] 집행임원 ··································································································· 286
개 설/ 286 집행임원의 설치/ 287 집행임원/ 288
제4관 감사제도(監査制度) ··················································································· 291
[1] 개 설 ········································································································· 291
업무감사와 회계감사/ 291 감사·감사위원회/ 291
회사 규모에 따른 감사기관 설치 의무/ 292
[2] 감 사 ········································································································· 292
의 의/ 292 선임 및 종임/ 293 겸직제한/ 294 감사의 권한/ 294
감사의 의무/ 297 감사의 책임/ 297
[3] 감사위원회 ································································································· 298
개 설/ 298 감사위원회의 설치 및 구성/ 298 감사위원회의 운영/ 299
감사위원회의 권한·의무·책임/ 299
[4] 상장회사의 특례 ·························································································· 299
회사 규모에 따른 상장회사의 감사기관의 설치의무/ 299 상근감사/ 300
감사위원회/ 300
제5관 준법통제(준법통제기준 및 준법지원인) ························································ 301
의 의/ 301 준법지원인/ 301
제5절 자본금의 변동
제1관 서 설 ······································································································ 302
제2관 신주발행 ·································································································· 302
[1] 개 설 ········································································································· 302
신주발행의 의의/ 302 신주발행과 회사설립 시 주식발행의 비교/ 303
[2] 신주인수권 ·································································································· 304
의 의/ 304 추상적 신주인수권/ 304 구체적 신주인수권/ 309
[3] 액면미달발행 ······························································································· 313
[4] 발 행 - 신주발행일정 ·················································································· 314
발행사항의 결정/ 314 발행의 절차/ 315 신주발행의 효력발생/ 319
이사의 책임/ 320
[5] 위법·불공정한 신주발행에 대한 구제수단 ························································ 322
신주발행유지청구권/ 322 신주발행무효의 소/ 324
불공정한 가액으로 인수한 자의 책임/ 329
제3관 자본금의 감소 ·························································································· 330
[1] 의 의 ········································································································· 330
[2] 감자의 구분 ································································································ 330
실질감자와 명목감자(액면주식을 발행한 경우)/ 330
결손보전감자와 통상의 감자/ 331
[3] 자본금 감소의 방법 ······················································································ 331
[4] 자본금 감소의 절차 ······················································································ 332
[5] 감자무효의 소 ····························································································· 334
의 의/ 334 다른 소와의 관계/ 334 소의 제기 및 절차/ 334
판결의 효력/ 335
제6절 사 채(社債)
[1] 총 설 ········································································································· 336
사채의 의의/ 336 주식과의 비교/ 336 사채의 종류/ 337
[2] 사채의 발행 ································································································ 337
사채발행의 방법/ 337 사채발행의 절차/ 338
[3] 사채의 유통 ································································································ 339
채권(債券)(=사채권)/ 339 사채원부/ 340 양도·입질/ 340
[4] 사채의 원리금상환 ······················································································· 341
이자와 이권(利券)/ 341 사채의 상환/ 341 시 효/ 342
[5] 사채 관련 기구 ···························································································· 342
사채관리회사/ 342 사채권자집회/ 345 사채관리 관련자의 보수·비용/ 347
[6] 특수한 사채 ································································································ 348
전환사채/ 348 신주인수권부사채/ 352 기타의 특수사채/ 356
제7절 회사의 회계
제1관 총 설 ······································································································ 358
?회사의 회계?의 의의/ 358 ?회사의 회계?의 목적과 기능/ 358
제2관 재무제표 및 영업보고서 ············································································· 359
[1] 의의와 종류 ································································································ 359
재무제표/ 359 영업보고서/ 360
[2] 재무제표의 승인절차 ···················································································· 360
재무제표·영업보고서의 작성 및 이사회 승인/ 360 감 사(監査)/ 360
재무제표 등의 비치·공시/ 360 재무제표의 승인/ 361
제3관 준비금 ····································································································· 362
[1] 총 설 ········································································································· 362
[2] 법정준비금 ·································································································· 362
종 류/ 362 법정준비금의 적립/ 363 법정준비금의 사용/ 363
법정준비금의 감소/ 366
[3] 임의준비금 ·································································································· 366
제4관 이익배당 ·································································································· 366
[1] 총 설 ········································································································· 366
[2] 협의의 이익배당(금전배당) ············································································ 367
의 의/ 367 이익배당의 요건-배당가능이익/ 367 이익배당의 확정/ 367
이익배당의 기준/ 368 이익배당금의 지급/ 369 위법배당의 효과/ 369
[3] 현물배당 ····································································································· 371
의 의/ 371 현물의 범위/ 371 요 건/ 371 현물배당의 제한/ 371
[4] 주식배당 ····································································································· 372
의의 및 성질/ 372 주식배당의 요건/ 373 주식배당의 절차/ 374
주식배당의 효과/ 374 주식배당에 관한 특수 문제/ 375
위법한 주식배당의 효과/ 376 이사 등의 책임/ 376
[5] 중간배당 ····································································································· 376
의 의/ 376 특 성/ 377 요 건/ 377 배당의 제한/ 378
이사의 책임/ 378 채권자의 반환청구/ 378 기타의 법률관계/ 378
제5관 재무제표 등의 공시와 주주·채권자의 권리 ···················································· 379
[1] 서 설 ········································································································· 379
[2] 공시제도 ····································································································· 379
정관 등 서류의 열람청구/ 379 재무제표 등의 공시/ 379
대차대조표의 공고/ 379
[3] 재무관련 소수주주권 ···················································································· 380
주주의 회계장부열람권/ 380 검사인선임청구권/ 381
제6관 주주권행사와 관련한 이익공여금지 ······························································ 382
의 의/ 382 금지내용/ 382 위반의 효과/ 383
제8절 정관의 변경
[1] 의 의 ········································································································· 384
[2] 정관변경의 절차 ·························································································· 384
[3] 정관변경의 효력발생 ···················································································· 384
제9절 회사의 조직개편
제1관 합 병 ······································································································ 385
합병의 절차/ 385 합병의 효과/ 389
특수절차(간이합병과 소규모합병)/ 389 합병의 무효/ 392
합병비율의 불공정/ 392
제2관 회사분할 ·································································································· 394
[1] 총 설 ········································································································· 394
의 의/ 394 회사분할의 경제적 효용/ 394
[2] 분할의 유형 ································································································ 395
단순분할과 분할합병/ 395 인적분할과 물적분할/ 396
존속분할과 소멸분할/ 396 해산회사의 분할 제한/ 396
회사분할 관련 각 회사의 호칭/ 397
[3] 분할과 채권자보호 ······················································································· 397
개 관/ 397 연대책임/ 398 채권자보호절차/ 400
[4] 분할절차 ····································································································· 401
분할계획·분할합병계약/ 402 분할의 공시/ 402 분할결의/ 402
주주부담 가중을 위한 특별절차/ 403 채권자보호절차/ 404 사후공시/ 404
단순분할에서의 회사 설립/ 404
[5] 분할의 등기 ································································································ 404
[6] 분할의 효과 ································································································ 404
권리와 의무의 이전/ 404 분할회사의 채무에 대한 연대책임/ 405
주식의 귀속/ 405
[7] 분할의 무효 ································································································ 405
제3관 주식의 포괄적 교환과 이전 ········································································ 406
[1] 주식의 포괄적 교환 ······················································································ 406
의 의/ 406 절 차/ 406 특수절차(간이교환과 소규모교환)/ 408
효 과/ 409 주식교환무효의 소/ 411
[2] 주식의 포괄적 이전 ······················································································ 411
의 의/ 411 절 차/ 412 간이주식이전과 소규모주식이전/ 413
모회사설립과 주식이전/ 413 주식이전무효의 소/ 414
제4관 주식의 강제매도·매수 청구 ········································································· 415
[1] 지배주주의 주식매도청구권 ··········································································· 415
의 의/ 415 주식매도청구권의 당사자/ 415
주식매도청구권의 행사요건/ 416 주식매도청구권 행사의 효과/ 416
[2] 소수주주의 주식매수청구권 ··········································································· 417
의 의/ 417 주식매수청구권 행사의 효과/ 417
제3장 주식회사 이외의 회사
제1절 유한회사
[1] 총 설 ········································································································· 421
유한회사의 의의/ 421 유한회사의 특성/ 421
[2] 설 립 ········································································································· 422
설립절차/ 422 설립에 관한 책임/ 423 설립의 무효와 취소/ 424
[3] 사원 및 지분 ······························································································· 424
사 원/ 424 지 분/ 425
[4] 회사의 권리 ································································································ 426
회사의 기관/ 426 회사의 회계/ 429
[5] 정관의 변경 ································································································ 429
자본금의 증가/ 429 자본금의 감소/ 431 증자·감자의 무효/ 431
제2절 합명회사
[1] 총 설 ········································································································· 432
[2] 회사의 설립 ································································································ 432
설립절차/ 432 설립의 무효와 취소/ 433
[3] 내부관계 ····································································································· 434
사원의 출자의무/ 434 업무집행/ 435 의사결정/ 436
회사와 사원의 이익충돌방지/ 437 손익의 분배/ 437 지 분/ 437
사원의 변동/ 439
[4] 외부관계 ····································································································· 441
회사의 대표/ 441 사원의 책임/ 442
제3절 합자회사
[1] 의 의 ········································································································· 444
[2] 회사의 설립 ································································································ 444
[3] 내부관계 ····································································································· 444
출 자/ 444 업무의 집행과 감시/ 444 경업·자기거래의 허용여부/ 445
지분의 양도/ 445 사원의 변동/ 446
[4] 외부관계 ····································································································· 446
회사의 대표/ 446 사원의 책임/ 446
제4절 유한책임회사
[1] 총 설 ········································································································· 448
[2] 설 립 ········································································································· 448
개 관/ 448 설립절차/ 449 설립의 무효·취소/ 449
[3] 내부관계 ····································································································· 450
업무집행/ 450 회 계/ 451 정관변경/ 452
지분의 양도와 사원의 변동/ 452
[4] 외부관계 ····································································································· 454
회사의 대표/ 454 사원의 책임/ 455

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