주식매수청구권에 관한 연구

Abstract

It became nowadays very easy for everyone in Korea to find a reportage on the dissenting shareholder’s appraisal right released by various mass media. Almost all nations over the world acknowledge today this institute to provide an effective tool for the minority protection. In recent years the courts in Korea have released some meaningful decisions on the stock valuation in the wake of the exercising the dissenters’ appraisal right. In this article the author tries at first a general scanning over this legal institute. He analyses the meaning, the function, the requirements for a successful exercise and the effect of it. And he goes in furtherance to some important issues on it ; the market-out exception, the effect of exercising the right and the stock valuation aftermath. At first he goes on the market-out exception. In United States fast half of all the states have this exception. The state of Delaware is eager to introduce this exception, following the Manning’s contention (“The Shareholder’s Appraisal Remedy ; An Essay For Frank Coker”, 72 Yale L. J. 223 [1962]). The author points out, in especially, the problems surrounding the valuation of listed stocks. As Wertheimer and Eisenberg emphasized, he says that the informational asymmetry between the controlling and minority shareholders gives rise to an unreliability of market price. So he says the market-out exception should not be so widespread in Korea as in the U. S. After the issue of market-out exception he tries to go onto the second issue and to show some ways of interpretation on the words of “two months” in s. 374-2 II KCC(Korean Commercial Code). He acknowledges the liability of the company to compensate the delay, if it fails the payment after that period. Finally the author points out also the need for a rapid development surrounding the valuation of listed stocks. Not only the Delaware Block Approach but also the modern valuation methods worldwide are urgently to be introduced into the court’s practice in Korea. In furtherance he emphasizes the recent cases in Japan. In the year of 2011 and 2012, the Japanese Highest Court released three important decisions on the valuation of listed stocks in the wake of reorganization ; the ‘Koei-Tecmo Case’, the ‘Rakuten v. TBS Case’ and ‘the Intelligence Case’. He finds there any sort of judicial innovation on the stock valuation.