On incorporate, organs of corporation(for example, shareholders' meeting, directors, board of directors, auditor or audit committee) and financial management etc., the fundamental law is the Commercial Law. There are many special treatment provisions(for instance, stock options, appraisal rights of stockholders, appointment and dismissal of auditor, qualifications for auditor, exercise of minority stockholder's right, stockholder's proposal and special cases for cumulative vote etc.,), however, for listed corporation in the Securities and Exchange Act. But the method of this legislation on incorporate, organs of corporation etc., is wrong, thus the special treatment provisions for listed corporation under the Securities and Exchange Act is to be provided in the Commercial Law. In this paper, thus, I investigated the reorganization method of the special treatment provisions for listed corporation under the Securities and Exchange Act, and analyzed the legal problems of the special treatment provisions for listed corporation on the corporate governance and exercise of stockholder's right. Finally, I proposed the reform measures for settlement of such problems of the special treatment provisions for listed corporation under the Securities and Exchange Act.

On incorporate, organs of corporation(for example, shareholders' meeting, directors, board of directors, auditor or audit committee) and financial management etc., the fundamental law is the Commercial Law. There are many special treatment provisions(for instance, stock options, appraisal rights of stockholders, appointment and dismissal of auditor, qualifications for auditor, exercise of minority stockholder's right, stockholder's proposal and special cases for cumulative vote etc.,), however, for listed corporation in the Securities and Exchange Act. But the method of this legislation on incorporate, organs of corporation etc., is wrong, thus the special treatment provisions for listed corporation under the Securities and Exchange Act is to be provided in the Commercial Law. In this paper, thus, I investigated the reorganization method of the special treatment provisions for listed corporation under the Securities and Exchange Act, and analyzed the legal problems of the special treatment provisions for listed corporation on the corporate governance and exercise of stockholder's right. Finally, I proposed the reform measures for settlement of such problems of the special treatment provisions for listed corporation under the Securities and Exchange Act.

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Appointment and Dismissal of Auditor, Audit Committee, Reorganization Method of the Special Treatment Provisions for Listed Corporation, Exercise of Minority Stockholder's Right, Stock Options, Appraisal Rights of Stockholders, Cumulative Vote