지배주주의 주식매도청구권의 운용과 관련된 몇 가지 제언

Abstract

The New Commercial Code revised currently introduces the Squeeze out. Such introduction stems from the idea that it has many positive aspects. It is a currently international trend as well. Under the Section 360-24 of the Code, the controlling shareholders who have acquired more than 95 percent of the company can get the rest of the shares from the minority shareholders. The Code provides some method to protect such minority shareholders who are squeezed out. The main scheme for such protection is purchase price. However, given that there are many theoretical issues unsolved surrounding the fair price of the share at a squeeze out and there are not a few technical difficulties in calculating the share price, this scheme is not an enough protection for them. Thus, I believe there must be more procedural protection devices. Sufficient information should be provided to the minority shareholders so that they could consider it to bargain the price. As for the information that must be disclosed to them, we can refer to the items in the SEC Rule 13e-3 and the schedule thereto. For more fundamental protection of such shareholders' right, a controlling shareholder's fiduciary duty should be introduced. With this basic idea towards this new system, I suggest some idea in interpreting and operating the law. With respect to the appointment of an appraiser, independence must be secured. The company shall support the expenditure for the appointment of the minority shareholders' appraiser. The shareholders' meeting should be the method for the disclosure to the minority shareholders. The introduction of squeeze out suggests a great importance of minority protection. Only with such protection, this new system can be operated in a valanced way. It the real way of conformity to the global standard.