최근 판례를 통해 살펴본 지배주주의 매도청구권제도 관련 문제점 및 개정방안

Abstract

In the past the Company law did not allow shareholders to forfeit their status against the will of shareholders. However, now the Company law has a system that permits expel minority shareholders in order to have synergies of business operations and reduce cost. Accordingly, In Korea, Institutional basis that can directly expel minority shareholders was created by introducing the squeeze-out through revision of the Commercial law in 2011, and the squeeze-out system has been in effect since April 2012. The issue has been raised from the beginning of legislation because the squeeze-out system was an exceptional system that legally allows expelling minority shareholders but regulated only in 3 simple provisions. In response to this problem, it was expected that the court’s judgment would provide concrete guidelines when the system was operated. Unfortunately, it is concluded that actual judgement is not consistent with the original purpose of the system. Although the system has been designed to harmonize the efficiency of corporate management with the protection of minority shareholders, the actual judgement is being interpreted disadvantageously to minority shareholders. Moreover, in 2017, the Supreme Court made judgement not fully understanding the system’s purpose of legislation on relation to the method of calculating the equity requirements of the controlling shareholders. As a result, the system would be abused in a way that is more disadvantageous to minority shareholders in the future. For this reason this paper reviewed the recent court judgements on controlling shareholder requirements, managerial purpose requirements and determination of the value of shares sold, pointed out the problems of the current law and proposed a specific revision to address them.