주가수준미달에 의한 상장폐지에 대한 소고

Article 75 Paragraph 1 Subparagraph 10 of the Stock Market Listing Regulation provides case where the closing price of the common stocks of a listed corporation ("Corporation")is lower that 20 percent of par value for at least 30 consecutive days (it shall be based on the trading days of the stocks concerned.) with a certain exemption. Based on this regulatory scheme, this paper is focusing on the interrelationship between the management and minority shareholdersin terms of the fiduciary duty of the management such as directors in the reasonable effort to maintain the status of the listing of the Corporation, which will materially affect the interest of the minority shareholder in terms of liquidity of the stocks, etc. It is because the majority shareholders will possibly misuse, or abuse this provision for the purpose of the intended delisting in order to avoid the complicated regulation and the unnecessary intervention of the minority shareholders in connection with the operation of the Corporation. Further, it is to take anoverall review of the general criteria, procedure, ofthe delisting in connection with the involuntary delisting caused by the decline of the stock prices, and the legal characteristics of the delisting decision, etc. Another issue is the fiduciary duty of the management of the Corporation to take a reasonable action to maintain the listing status. In this context, the possible option for the Corporation in order to avoid the delisting will be capital decrease, the acquisition of the stocks by the Corporation. If the management of the Corporation fails to take reasonableactions, it is to be closely reviewed, in the practical aspect, if the minority shareholders may sue against the management for such breach of the fiduciary duty. Last, in the process of the delisting caused by the decline of the stock price, more continuing attention should be paid to the protection of the minority of shareholders, especially against the possible abuse of this delisting provision by the majority shareholders.