상장회사의 분할의 대상에 관한 연구 －개별 ʻ자산ʼ만의 회사분할이 가능한지 여부를 중심으로－

Abstract

Various listed companies including big conglomerates began using such corporate division method as a reorganization method of a company, and recently many listed companies are using corporate divisions. However, the Korean Commercial Code has various problems due to the haste introduction of corporate divisions. Especially, since all matters related to corporate divisions are regulated by the 11 articles of the Korean Commercial Code, Article 530.2 to 530.12, there are limitations in fully regulating and resolving actual matters with express provisions alone. Recently, there has been a surge in the listed companies’ demand to divide “assets” that are not based on business, and in particular, due to tax exemption for corporate divisions rather than the transfer method, there have been numerous attempts recently by the listed companies to divide “assets” only. However, the Korean Commercial Code does not state clearly whether the division of a company based on “assets” only is possible, and thus, the resolution of this issue is important in practice. Therefore, in the absence of particular guidelines such as precedents, profound research, and etc, this paper attempts to provide a certain standard based on my modest experience in practice.