일본 회사법에서의 주식교환/이전제도

Abstract

【Abstract】 Stock Exchange/Transfer in Japanese Corporate Act Kim, Sung Ho In 1999, Japan has amended it's Commercial Code to introduce Stock Exchange/Transfer as a institute. Before the amendment Japan Antitrust Act has permit the enterprise group to incorporate pure Holding Company to aid restructuring by arranging subsidiary companies. Difference between Stock Exchange and Transfer is whether a new company that will be the holding company is established in process or not. In the former holding company is a existing company but in the latter a new company. It is said that Stock Exchange/Transfer in korea Commercial Code was oriented from this legisl- ion. But in 2005, Japan has amended it's Commercial Code in which all clause connected with company was delegated. With this work, Japan enacted a new Corporate Act. In that change, Corporate Act provided Stock Exchange/ Transfer in company with corporate asset transfer, merger, divide, transfor- mation totally as a Reorganization. Here condition and effect of Reorgani- zation is different each other but process required in each type is unified. All process classified in two models called absorb-style and establish-style. In each style Japan Corporate Act is composed of two side. One is the side that assign the asset including share, the other be assigned the asset including the share. So we must inquiry the Restructuring in japan Corporate Act with a point of view that combine all process and implicate all form. Major amendment include extension of the subject, flexibility of compensation, organization of process to protect the creditor etc.