경영권 변동시 피인수기업 주주 보호 - 지배주주와 비지배주주 사이의 이익조정 -

초록

Even when controlling stock is transferred and management rights are changed as a result, the Commercial Act does not regulate it because it only recognizes it as a contract law issue. As a result, there is a loophole in the interest coordination of stakeholders that occurs in the controlling equity transaction, which occupies the majority in the takeover transaction. In the case of a takeover transaction, various problems of reconciliation of interests occur across the target company, the transfer company, and the acquiring company. Among them, this article deals with the attribution and distribution of the control premium between the controlling and minority shareholders in the target company, which has recently become a social issue. The topics are as follows: (ⅰ) whether the current market rule will be maintained, or whether minority shareholders as well as controlling shareholders will be given an opportunity to participate in the control premium that occurs when the controlling stock is transferred in accordance with the equal opportunity rule; (ⅱ) if minority shareholders should be given an opportunity to participate, what is the rationale to justify this; (ⅲ) which method will be the most appropriate legal and institutional solution to the reality of our corporate governance. In seeking solutions to these problems, followings are taken as the starting point: (ⅰ) how to establish a basic perspective on the existence of the controlling shareholder and the attribution and distribution of the control premium; (ⅱ) what will be the goals to be achieved by the new regulation. - 52 - The following items are reviewed as the contents of the institutional solution: (ⅰ) what will be the object of the discipline; (ⅱ) as a premium distribution method, which method is more suitable for the basic point of view of discipline and achieves the goal of discipline, ...