조직재편 과정에서의 주식가치평가

Abstract

Stock valuation is a fair evaluation of a value of stocks owned by shareholders. However, shareholders often disagree about the fair value of stocks whether a targeted company is listed or not. So it is important to establish technical standards for a fair evaluation of stock values to protect the rights of minority shareholders and improve corporate governance. In principle, methods of communication between a company and its shareholders is strictly regulated under the Korean Commercial Act. However, the Commercial Act remains silent on specific methods of stock evaluation except saying that if agreement is not reached between the parties, then the court must decide on a ‘fair value’ of a company. In the case of the Korean Capital Market Act, a fair value of a company is calculated to be the arithmetic average of the market price for a certain period of time. In this regard, the Supreme Court considers the market stock price as the most important factor, but if it is judged that the market stock price does not properly reflect the objective value of the company, it will put more weights on other evaluation factors such as net asset value and profit value. The position of domestic laws and the court precedents that evaluates a fair value of stocks based on its market price is fundamentally desirable. However, other factors must also be taken into consideration; e.g. it is not always desirable to adopt the evaluation method of the Capital Market Act in a situation where finance and market conditions change too fast for the legal system. On the other hand, the court only says that if the market price does not properly reflect the objective value of the corporation, other evaluation factors other than the market price should be reflected. The court does not provide a standard for the fact that it does not properly reflect the objective value of a corporation. So, referring to the case of the United States, as one of these standards, I propose a method to check whether procedural fairness is guaranteed in the process of reorganization. Furthermore, in order to protect the rights of shareholders to evaluate and negotiate the stock value on an equal footing with the company, and to request the court to determine the stock purchase price at a ‘fair price’ if an agreement is not reached, the shareholder’s right to access the company’s books, which is the basis for evaluation, should be fully guaranteed And considering the situation in which minority shareholders are expelled, such as in a cash-out merger as in the case of Japan and Germany, including the synergy effect of reorganization when evaluating the stock value is a way more consistent with the principle of shareholder equality.