개정상법상 소수주식의 강제매수제도에 관한 연구

Abstract

New Commercial Code that will be effective after April 15, 2012 introduce many sort of new system. Among them the right of squeeze- out & right of sell-out are included for the first time in Korean legislative system. The right of squeeze-out is defined as a right that can purchase remaining shareholder's stock of target company(In case of this, remaining shareholder of target company could be called as minority shareholder) in which acquiring company purchase stock of target company up to 95% (Then acquiring company is called as controlling shareholder). Minority shareholders of the target company must sell their stock to controlling shareholder. Also the right of sell-out is defined as a right that can ask to purchase their stock to controlling shareholder. Controlling shareholder should purchase stock of minority shareholder. Because the right of squeeze-out can freeze out a lot of minority shareholder, it will be needed to approach more carefully. Before new commercial code is codified, there was no way to squeeze- out of minority shareholder of target company. Under the new commercial code minority shareholders can be squeezed out against their will in the case of using right of squeeze-out. Even though frequency of utilizing right of squeeze-out is little bit low in Korea until now, there is sure of possibility to apply right of squeeze-out in the field of Merger and Acquisition Area. I address here problems related with using right of squeeze-out in M&A market. Also I studied in detail fairness of right of squeeze-out's process and price that would be given to minority shareholders. New commercial code could give basic assistance to company to apply right of squeeze-out. But there is no detailed provisions to support right of squeeze-out such as concept of fairness, fair price for minority shareholder's stock. Legislative supplement will be needed in this matter.