회사법과 공정거래법상 주식의 포괄적 교환

Abstract

Under the Companies Act of Korea, a share exchange is an action by which a company can create a wholly owned parent-subsidiary company from an existing wholly owned subsidiary. The comprehensive exchange of stocks was enabled under the amendments to the Commercial Act 2001 that introduced the basis for establishing a holding company based on the seventh revision of the Monopoly Regulation and Fair Trade Act(Fair Trade Act) in 1999 that allowed the establishment of a holding company as one of the means to overcome the economic crisis at the end of 1997. In this article, in particular the advantages of a wholly owned subsidiary and limitations of the law are examined. Also, the concepts and basic matters in the Companies Act that relate to stock exchanges are examined. In addition the comprehensive exchange of stock under the Fair Trade Act is examined. Under the Fair Trade Act, stock exchanges are not only related to the establishment and operation of a holding company, but they are also directly and indirectly related with the operation of an enterprise group subject to limitations on mutual investment Then, after describing, as mainly specified in the law, the use of the term “comprehensive exchange of stocks” in the prohibition of circular investment (Article 9-2 of the Fair Trade Act), the disclosure of important matters such as unlisted companies (Article 11-3 of the Act), and the notification of the establishment, conversion, etc. of a holding company (Article 8 of the Fair Trade Act) and other related matters, this article is concluded with proposals for legal considerations, etc. Legal considerations are described by dividing them into common matters between the Companies Act and the Fair Trade Act as well as improvements for the Companies Act.