會社分割을 위한 株主總會의 特別決議와 株主의 議決權의 範圍에 관한 少考

Abstract

In case that the division of a company, even though it is urgently requested for the company, is carried out through the arbitrary decision making of company's management or controlling shareholders by means of their majority status in company's shares, the probability that the rights of minority shareholders and creditors who have contradictory interests with them can be infringed by such decision making on the division of company will increase as much. In fact, a few contradiction between the ideal of enhancement of company's interests through corporate restructuring and one of protection of the concerned parties' rights are being emerged as a serious problem, because large companies has neglect or disregard to protect the rights of minority shareholders and creditors in the process of their corporate restructuring through the division of company. This study researched how reasonable the shareholders holding the non-voting preferred stock have voting right (Commercial Act § 530 ③), and how interpreted all shareholders should agree with the decision of corporate division in the weighting of shareholder's burden (Commercial Act § 530 ⑥) in the provisional resolution of shareholder‘s committee for the corporate division. Ultimately this study purposed what a extent and limit shareholder‘s voting right have for the protection of the minority shareholders against the controlling shareholders in the special resolution of shareholder‘s committee for the corporate division.