주식병합에 의한 소수주주의 축출

Abstract

In the case, the Defendant applied a stock consolidation ratio of 10,000 to 1, and as a result, shareholders who owned fractional shares were expelled from the company after receiving some compensation through the disposition of fractional shares. The Plaintiff, a minority shareholder, filed a lawsuit for invalidation of capital reduction. Whether the stock consolidation is actually disadvantageous to class shareholders should be determined in consideration of whether the stock consolidation is aimed at the company's interests. Although the Supreme Court only makes a formal judgment as to whether the stock consolidation violates the principle of shareholder equality, it should be determined whether the stock consolidation is an appropriate and necessary means for the company's interests or whether the infringement of shareholder interest is proportionally excessive. The second trial court considered that the stock consolidation was used to evade the minority shareholder eviction system (Article 360-24), but the defendant used a separate stock consolidation system. The consolidation of shares solely seeking to evict minority shareholders without the purpose of corporate interest is deemed illegal by applying the principle of good faith and the principle of prohibition of abuse of rights or the law of abuse by majority rule. If a stock consolidation which is not aimed at reducing capital has a management purpose, the stock consolidation is aimed at the company's interests, and even if it violates the interests of minority shareholders, it cannot be considered significantly unbalanced. In order to apply the legal principles that have the nature of general provisions, the legal principles of abuse of majority rule must be applied first, not the principle of good faith and prohibition of abuse of rights. Whether the Defendant's controlling shareholder is required to consider the interests of minority shareholders by shareholders' duty of loyalty should be judged by whether the consolidation of shares was the best for the company's interests and whether the corresponding minority shareholders' interests are properly balanced.