소수주주 강제퇴출법제의 국제적 신조류와 그 입법론적 수용 가능성 -미국,영국,독일법의 비교분석을 중심으로-

Abstract

The freeze-out of minority shareholders means any corporate transaction in which a shareholder or group of shareholders obtains the entire equity interest in the corporation, and the other shareholders receive cash, debt or preferred stock in exchange for their shares. But the freeze-out of shareholders is never permitted under the current Korean corporation law because it violates the shareholder? vested right.Historically the freeze-out of shareholders has been used in English and American corporate world since the end of nineteenth century. The cash-out merger, one of the most frequently used freeze-out transactions, has ever been perceived valid by the court in USA since ?0?. In UK the freeze-out of minority shareholders by the compulsory acquisition is legally permitted under the corporate law of 1929. And the German stock corporation law introduced the american version of the freeze-out of minority shareholders in 2001. Recently some Korean listing companies have been delisted by acquiring almost all of the outstanding stocks through tender offer, which is similar to the freeze-out of minority shareholders. The freeze-out of minority shareholders has an economic function of facilitating the efficient and flexible corporate combinations. Making the law of freeze-out of minority shareholders has been a general trend in the world. The legislation of the law is inevitably required for accelerating the corporate? flexible combinations or restructuring in Korea. In this paper legal systems of US, UK and Germany about the freeze-out of minority shareholders are comparatively analysed and the feasible guidelines are suggested for its legislation in Korea.