2020년 회사법 기업재무구조․구조개편 분야 판례의 분석

Abstract

This article picked up and examined two decisions in the field of corporate financial structure and two decisions in the field of corporate restructuring, which were rendered by the Korean Supreme Court in 2020, and one lower court decision. The main contents of the rulings are as follows. ① ‘Supreme Court 2020. 8. 13. rendered 2018da236241 decision’ was about whether the investment contract was invalid because it was against the principle of the equal treatment of shareholders. In this case, the court held that if the investment contract had the content to guarantee that the party who would be a shareholder would retrieve all the investment money which was used as payment of subscription money of stock, it was against the principle of the equal treatment of shareholders. ② ‘Supreme Court 2020. 11. 26. rendered 2018da283315 decision’ was about the validity of the reverse stock split and the reduction of the legal capital in the corporation which made minority shareholders lose their status as shareholders. In this case, the court held that even though the compulsory acquisition by a controlling shareholder of all shares held by the minority shareholders was introduced pursuant to the 2011 amendment to the Commercial Code, the reverse stock split and the reduction of the legal capital in the corporation which makes minority shareholders lose their status as shareholders can be allowed. ③ ‘Supreme Court 2020. 6. 11. rendered 2018da224699 decision’ was about the meaning of 'the value of purchase and sale' in a deposit of squeeze-out rights system under the Commercial Code. In this case, the court held that the meaning of 'the value of purchase and sale' of the Commercial Code §360-26 is not 'the value that is decided unilaterally by a controlling shareholder', but 'the value that is decided by the discussion with the minority shareholders or the fair value that is assessed by the court'. ④ ‘Supreme Court 2020. 10. 15. rendered 2016do10654 decision’ was about Hi-Mart LBO(Leveraged Buy-Out) and a crime of breach of trust. In this case, the court held that LBO in which the assets of the target company were used as collateral for the acquisition loans constituted a breach of trust. It is looked forward to that Supreme Court will provide more sophisticated and clearer standard of review in LBO cases in the future. ⑤ ‘Seoul Central District Court 2020. 12. 1., 2020kahab22150 decision’ was about the legitimacy of the issuance of new shares to a third party. In this case, the court held that it looked like that the issuance of new shares to a third party was made to achieve company's managerial goals and it didn't look like that it was made to achieve the goal of the protection of management right, so it was legal.