일본회사법상 주식매수청구권에 대한 고찰

Abstract

The appraisal right of the dissenting shareholder in Japan was first introduced through the amendment of the Commercial Law in 1950, and since has been revised several times. It was a indirect system for protecting minority shareholders against Reorganization of the company, but the present appraisal right is to be considered as an active minority protection system. This change of function was indispensable in the Japanese company law that the protection system of minority shareholder was not developed. The dissenting shareholder has exercise appraisal right to the company's fundamental transactions as well as modification of the by laws or specific classes of stockholders. In addition, the price of the purchased shares was limited to the value that if the special resolution of the general meeting of stockholders had not been attained, but this was extended to the increased value of the company due to the general meeting of stockholders’ special resolution to protect the interests of dissenting shareholders. And the period for exercise of appraisal right has been enact a provision. On the other hand, in order to prevent the side effects from expanding the appraisal right once the appraisal right has been exercised, it is possible to withdraw it only if the company has given consent. An appraisal account system was established to prevent the stock market from selling after appraisal right exercise. The buyout account system was enact a provision because the electronic securities system was regulated in Japan where there is no such institution as the Korea Securities Depository. As we have seen in the previous sections, the maintenance and revision of Japan’s appraisal right system has many implications for our legal system. In our case where the economy size and the company environment are different from Japan, there are few cases where appraisal right is exercised in fundamental transactions. In the case of an increasingly M&A, especially in the case of by a foreign fund, the appraisal right should be considered when considering the protection of minority shareholders in domestic companies.