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[제5판 머 리 말]
작년 3월 아이플러스 상법 Digest 제4판을 출간하면서 최종판이 될지도 모른다고 했던 기억이 납니다. 사법시험이 2017년을 마지막으로 폐지됨에 따라 사법시험 준비생들이 급감하였고 그에 따라 수험시장도 어려워지는 여건을 감안할 때 더 이상의 출간이 쉽지 않을 것으로 예상했기 때문입니다.
그러나 소수이지만 아직 사법시험 합격을 위해 매진하고 있는 수험생들이 엄연히 존재하는 현실에서, 그 분들의 개정판 발간 요청을 무시할 수 없었습니다. 뿐만 아니라 2014년 상법개정 내용을 반영한 수험서 발간의 필요성도 감안하지 않을 수 없었습니다. 이러한 점을 감안하여 과감하게(?) 제5판을 발행하기로 하였습니다. 출판업계의 어려운 시장상황에서도 소량의 부수이지만 흔쾌히 출간에 동의해 주신 ‘우리아카데미’ 관계자분들께 이 자리를 빌려 감사드립니다.
이번 제5판은 1차적으로 2014년 회사편 및 보험편 개정 내용을 충실히 반영하고 더불어 2015년 상반기까지의 주요판례를 소개하는데 목표를 두었습니다. 나아가 제4판에서 설명이 다소 만족스럽지 못한 부분을 보완하고 문장 하나하나를 세밀하게 다듬었습니다.
특히나 최근 판례가 많이 누적된 주권발행 전 주식양도, 2011년 개정상법에서 논란이 많았던 주식소각과 자본감소 부분 등 많은 부분을꼼꼼하게 재정리하였습니다. 무엇보다도 최종판이라는 점을 감안하여 출제가능한 논점을 빠뜨리지 않고자 하였고, 이론 설명의 완성도역시 최대한 높이고자 하였습니다.
그러다보니 개정 작업이 예상보다 늦어지고 분량 역시 종전보다 90쪽 가까이 증가하는 결과가 되었습니다.
늘 말씀드리지만, 결국 수험은 경쟁이고, 경쟁에서 가장 중요한 것은 자기와의 싸움입니다. 자기와의 싸움의 핵심은 실패에 대한 불안감과의 싸움에서 이기는 것이고, 그것은 시간과의 싸움에서 성공해야만 가능한 것입니다.
최종 정리까지 누가 더 효율적인 공부를 하는가가 합격에 이르는 시간을 단축하는 길입니다. 많이 아는 것도 중요하지만, 주어진 시간에 논점을 누락하지 않고 보다 정확하고 간결하게 답안에 서술하는 것이야 말로 수험답안의 필요충분조건이 되는 것입니다. 지금까지 그래왔던 것처럼 제5판 역시 수험생의 기대에 어긋나지 않는 교재로서 함께 할 수 있기를 바랍니다.
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제1편 상법총칙
[Thema 001] 상법의 의의···············································································································3
[Thema 002] 상법의 지위···············································································································4
[Thema 003] 상법의 이념과 특성···································································································4
[Thema 004] 상법의 법원···············································································································5
[Thema 005] 상법의 효력(적용 범위)·····························································································5
[Thema 006] 상인의 의의···············································································································6
[Thema 007] 상인의 종류···············································································································6
[Thema 008] 상인자격의 취득과 상실··························································································13
[Thema 009] 영업능력과 영업의 제한··························································································16
[Thema 010] 상업사용인의 의의, 취지, 종류·················································································17
[Thema 011] 지배인······················································································································18
[Thema 012] 부분적 포괄대리권을 가진 상업사용인·····································································27
[Thema 013] 물건판매점포사용인(의제상업사용인)········································································31
[Thema 014] 상업사용인의 의무····································································································32
[Thema 015] 상 호······················································································································36
[Thema 016] 상호의 보호··············································································································39
[Thema 017] 상호의 이전과 폐지(변경)·························································································44
[Thema 018] 명의대여자의 책임····································································································46
[Thema 019] 상업장부···················································································································55
[Thema 020] 영업소······················································································································56
[Thema 021] 상업등기의 필요성, 의의, 등기사항, 절차, 공시·······················································57
[Thema 022] 상업등기의 일반적 효력···························································································57
[Thema 023] 상업등기의 특수적 효력···························································································60
[Thema 024] 부실등기의 효력·······································································································61
[Thema 025] 영업양도 총설··········································································································65
[Thema 026] 영업양도의 절차·······································································································67
[Thema 027] 영업양도의 효과·······································································································69
제2편 상행위법
[Thema 028] 상행위법의 특징·······································································································81
[Thema 029] 상행위의 종류··········································································································81
[Thema 030] 상행위 통칙··············································································································83
[Thema 031] 민법 총칙편에 대한 특칙·························································································84
[Thema 032] 민법 물권편에 대한 특칙·························································································89
[Thema 033] 민법 채권편에 대한 특칙·························································································93
[Thema 034] 상사매매의 특칙·······································································································97
[Thema 035] 유가증권에 관한 규정····························································································101
[Thema 036] 상호계산·················································································································102
[Thema 037] 익명조합·················································································································107
[Thema 038] 합자조합·················································································································111
[Thema 039] 대리상····················································································································112
[Thema 040] 중개상(제93조)·······································································································116
[Thema 041] 위탁매매인·············································································································117
[Thema 042] 운송인의 권리 의무······························································································123
[Thema 043] 수하인의 법적 지위································································································130
[Thema 044] 화물상환증·············································································································133
[Thema 045] 여객운송·················································································································139
[Thema 046] 운송주선인·············································································································140
[Thema 047] 공중접객업자·········································································································143
[Thema 048] 창고업자················································································································145
[Thema 049] 금융리스업·············································································································147
[Thema 050] 가맹업····················································································································149
[Thema 051] 채권매입업·············································································································149
제3편 회사법
[Thema 052] 회사의 의의(영리법인)····························································································153
[Thema 053] 1인 회사·················································································································154
[Thema 054] 법인격부인론··········································································································158
[Thema 055] 상법상 회사의 종류································································································165
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[Thema 056] 회사의 권리능력·····································································································166
[Thema 057] 회사의 의사능력, 행위능력·····················································································168
[Thema 058] 회사의 불법행위능력······························································································168
[Thema 059] 회사의 공법상 능력································································································169
[Thema 060] 회사의 설립············································································································169
[Thema 061] 회사의 조직변경·····································································································171
[Thema 062] 회사의 합병 주식회사 합병 부분 참조·····························································171
[Thema 063] 회사의 분할 주식회사 합병 부분 참조·····························································174
[Thema 064] 해 산····················································································································174
[Thema 065] 청 산····················································································································175
[Thema 066] 회사의 해산명령과 해산판결··················································································176
[Thema 067] 회사의 계속············································································································176
[Thema 068] 합명회사·················································································································177
[Thema 069] 합자회사·················································································································177
[Thema 070] 유한책임회사 (2011년 신설)··················································································177
[Thema 071] 주식회사의 의의·····································································································179
[Thema 072] 주식회사의 3요소···································································································179
[Thema 073] 주식회사의 설립 총설····························································································181
[Thema 074] 설립중의 회사········································································································183
[Thema 075] 정관의 작성············································································································191
[Thema 076] 변태설립사항··········································································································191
[Thema 077] 자본과 기관의 구성, 설립경과조사·········································································196
[Thema 078] 가장납입·················································································································196
[Thema 079] 설립등기 등············································································································203
[Thema 080] 설립의 무효············································································································203
[Thema 081] 설립에 관한 책임···································································································203
[Thema 082] 주식의 의의············································································································207
[Thema 083] 주식의 분류············································································································207
[Thema 084] 종류주식·················································································································208
[Thema 085] 주 주····················································································································221
[Thema 086] 주 권····················································································································227
[Thema 087] 주주명부와 명의개서······························································································234
[Thema 088] 주주권의 변동········································································································245
[Thema 089] 주주총회의 권한·····································································································281
[Thema 090] 주주총회의 소집·····································································································284
[Thema 091] 의결권····················································································································292
[Thema 092] 주주총회의 의사와 결의·························································································305
[Thema 093] 주주총회결의의 하자 및 결의의 효력····································································309
[Thema 094] 종류주주총회··········································································································318
[Thema 095] 이 사····················································································································322
[Thema 096] 이사회····················································································································335
[Thema 097] 대표이사·················································································································344
[Thema 098] 대표행위의 효력·····································································································345
[Thema 099] 주식회사의 영업양수도···························································································359
[Thema 100] 이사의 의무············································································································366
[Thema 101] 이사 등의 자기거래 금지의무················································································375
[Thema 102] 이사의 책임············································································································385
[Thema 103] 이사의 권한남용방지제도·······················································································399
[Thema 104] 집행임원 제도 (2011년 신설)················································································407
[Thema 105] 감 사····················································································································414
[Thema 106] 감사위원회·············································································································418
[Thema 107] 자본금 증감의 모습································································································420
[Thema 108] 신주발행·················································································································425
[Thema 109] 신주인수권·············································································································447
[Thema 110] 자본금의 감소········································································································454
[Thema 111] 전환사채·················································································································459
[Thema 112] 신주인수권부사채···································································································467
[Thema 113] 정관의 변경············································································································468
[Thema 114] 이익배당 및 주식배당····························································································469
[Thema 115] 위법 배당···············································································································471
[Thema 116] 중간배당, 현물배당·································································································476
[Thema 117] 재무제표 등의 공시와 주주의 경리감독권 등························································477
[Thema 118] 조직변경·················································································································482
[Thema 119] 합 병····················································································································482
[Thema 120] 분 할····················································································································495
[Thema 121] 주식의 포괄적 교환 및 이전··················································································499
[Thema 122] 적대적 M A에 대한 방어수단··············································································502
[Thema 123] 해산과 청산············································································································505
[Thema 124] 상장회사의 특례·····································································································506
[Thema 125] 유한회사·················································································································511
[Thema 126] 외국회사·················································································································512
[Thema 127] 벌 칙····················································································································512
제4편 어음 수표법
[Thema 128] 유가증권의 의의 및 개념요소················································································515
[Thema 129] 유가증권의 기능·····································································································515
[Thema 130] 유가증권의 분류·····································································································516
[Thema 131] 유가증권의 일반적 속성·························································································519
[Thema 132] 어음 수표의 의의·································································································522
[Thema 133] 어음 수표의 경제적 분류·····················································································525
[Thema 134] 어음 수표의 유통성 확보·····················································································526
[Thema 135] 어음(수표)의 법률관계····························································································529
[Thema 136] 어음 수표행위······································································································531
[Thema 137] 어음행위의 형식적 요건(어음행위의 방식)·····························································532
[Thema 138] 어음행위의 실질적 요건·························································································537
[Thema 139] 어음행위독립의 원칙······························································································545
[Thema 140] 어음 수표행위의 대리(대표)··················································································549
[Thema 141] 어음위조의 의의·····································································································554
[Thema 142] 위조의 효과············································································································555
[Thema 143] 변조의 법률관계·····································································································561
[Thema 144] 선의취득·················································································································565
[Thema 145] 어음항변·················································································································570
[Thema 146] 어음 수표의 원인관계··························································································583
[Thema 147] 자금관계(資金關係) ································································································589
[Thema 148] 어음예약·················································································································589
[Thema 149] 어음할인·················································································································589
[Thema 150] 어음개서(改書) ········································································································591
[Thema 151] 이득상환청구권·······································································································591
[Thema 152] 어음상 권리 ············································································································601
[Thema 153] 어음의 발행············································································································603
[Thema 154] 지급위탁의 취소·····································································································610
[Thema 155] 백지어음·················································································································611
[Thema 156] 발행지미기재어음···································································································624
[Thema 157] 인 수(환어음에 특유한 제도)················································································626
[Thema 158] 어음상 권리의 양도방법·························································································627
[Thema 159] 지명채권양도방법에 의한 어음의 양도···································································627
[Thema 160] 배서의 방식············································································································629
[Thema 161] 배서의 효력············································································································631
[Thema 162] 배서의 연속············································································································634
[Thema 163] 환배서····················································································································639
[Thema 164] 배서금지어음, 무담보배서 배서금지배서································································642
[Thema 165] 기한후배서·············································································································645
[Thema 166] 추심위임배서··········································································································650
[Thema 167] 입질배서·················································································································653
[Thema 168] 담보배서·················································································································655
[Thema 169] 지급제시·················································································································657
[Thema 170] 지급 일반론············································································································660
[Thema 171] 지급인의 면책 - 지급인의 조사의무······································································663
[Thema 172] 상환청구 및 재상환청구·························································································669
[Thema 173] 어음수표상 권리의 소멸·························································································676
[Thema 174] 어음보증·················································································································680
[Thema 175] 어음참가, 복본과 등본···························································································687
[Thema 176] 수표의 의의 및 신용증권화 방지제도····································································688
[Thema 177] 지급보증·················································································································689
[Thema 178] 횡선수표·················································································································692
[Thema 179] 선일자수표·············································································································696
[Thema 180] 자기앞수표·············································································································698
제5편 보험법
[Thema 181] 보험의 의의, 기능, 종류·························································································703
[Thema 182] 보험법의 의의와 특성····························································································704
[Thema 183] 보험법상 선의성 보호····························································································705
[Thema 184] 보험법의 법원(보통보험약관)··················································································707
[Thema 185] 약관의 교부 명시의무··························································································709
[Thema 186] 보험계약의 관계자·································································································715
[Thema 187] 보험의 목적, 보험사고, 보험기간, 보험가액, 보험금액, 보험료······························720
[Thema 188] 보험계약의 성립 ·····································································································724
[Thema 189] 고지의무················································································································726
[Thema 190] 보험자의 의무········································································································736
[Thema 191] 보험료지급의무·······································································································739
[Thema 192] 보험자의 책임개시시기···························································································740
[Thema 193] 보험료납입지체의 효과와 실효약관의 효력····························································743
[Thema 194] 기타의 의무············································································································746
[Thema 195] 보험계약의 무효 변경 소멸················································································749
[Thema 196] 보험계약의 부활·····································································································749
[Thema 197] 타인을 위한 보험계약····························································································753
[Thema 198] 손해보험계약의 의의, 이득금지원칙, 종류·····························································756
[Thema 199] 피보험이익·············································································································757
[Thema 200] 중복보험·················································································································760
[Thema 201] 보험계약자 피보험자의 손해방지 경감의무························································763
[Thema 202] 보험자 대위············································································································766
[Thema 203] 피보험이익의 소멸·································································································775
[Thema 204] 보험목적의 양도·····································································································775
[Thema 205] 화재보험계약··········································································································780
[Thema 206] 운송보험계약··········································································································780
[Thema 207] 해상보험계약··········································································································781
[Thema 208] 책임보험계약··········································································································781
[Thema 209] 자동차보험계약, 무면허·음주운전 면책약관·························································789
[Thema 210] 보증보험·················································································································792
[Thema 211] 인보험계약의 의의, 특성························································································793
[Thema 212] 타인의 생명보험·····································································································793
[Thema 213] 상해보험·················································································································798
[Thema 214] 질병보험·················································································································799
[판례색인] ·································································································································
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