소수주주축출에 관한 일본의 법리 연구

Abstract

There was no direct provision about freeze-out in former Japanese Companies Act. So at that time, class shares subject to wholly call(stock company shall acquire all of these class shares by resolution of the shareholders meeting), consolidation of shares and cash-out merger were used to freeze out minority shareholders. Amended Japanese Companies Act in 2014, introduced freeze-out right to make it possible to freeze out minority shareholders quickly without resolution of the shareholders meeting. Some parts of the provisions about class shares subject to wholly call and consolidation of shares were amended according to the aim of the amendment to Japanese Companies Act. The aim was to keep balance between rules for methods that could be used to freeze-out minority shareholders. We can get some hints about freeze-out right by controlling shareholder in Korean Commercial Code from freeze-out right by special controlling shareholder in Japanese Companies Act as follows. First, we need to consider introducing ante-disclosure and post-disclosure system into freeze-out right by controlling shareholder. Second, as the effect that shares of minority shareholders are transferred to the controlling shareholder occur after resolution of the shareholders meeting to freeze out minority shareholder is registered to the registration book we need to consider making the effect of the transfer of shares of minority shareholders occur uniformly. Third, because the exercise of freeze-out right by controlling shareholder generates a lot of interested parties, to confirm the rights of all interested parties uniformly, we need to consider prohibiting people from arguing the effect of freeze-out right without filing a suit. We can get some hints about cash-out merger in Korean Commercial Code from class shares subject to wholly call in Japanese Companies Act as follows. We need to consider making disclosure system fuller to restrain controlling shareholder form pursuing private benefits and protect minority shareholders.