지배주주의 매도청구권 행사의 요건과 효과 ―대상판결: 대법원 2020. 6. 11. 선고 2018다224699 판결―

Abstract

In this judgment(Supreme Court 2018DA224699 Decision), the Supreme Court rule that the squeeze-out right of the controlling shareholder under Article 360-26 Paragraph 1 of the Commercial Act should be interpreted shares of minority shareholder’s are deemed to have been transferred to the controlling shareholder on the date of controlling shareholder’s deposit. This interpretation is consistent with the right to purchase shares in the case of a merger, etc., and can protect the rights of minority shareholders. It is a judgment to the effect that it is reasonable to set the time when the fixed price is paid. However, if we consider many foreign legislative cases and the text of this article, it seems reasonable to interpret it as that the shares of the minority shareholders are transferred to the controlling shareholders at the time of deposit by the controlling shareholders, and that the minority shareholders have a fair claim for the purchase price. From a legislative perspective, in the case of depositing the fair sale price suggested by the shareholder pursuant to Article 360-26 of the Commercial Act, or if there is a fair sale price determined by the court is deposited, the stock is transferred to the controlling shareholder. It is thought that it would be desirable to clearly stipulate that the transfer of shares takes place at the time of deposit and minority shareholders have only the right to claim for the fair sale price.