소수주주 축출제도의 도입에 관한 연구 － 도입형태와 가격산정을 중심으로－

Since the Korean Ministry of Justice submitted its proposal to adopt squeeze-out devices, debates has been amounted over whether and how to allow squeeze-out. According to the Korean Commercial Code reform plan, U.S.-style cash-out merger and german-style buy-out by a dominating shareholder become feasible, given that fair compensation is awarded to minority shareholders. Unlike prior researches focusing how to revise or complement two devices aforementioned, this paper explores the fundamental risk attached to squeeze-out and the framework to control this risk. While squeeze-out may induce socially desirable transactions, it might be misused by controlling shareholders who have more inside informations and act opportunistically: an inefficient capital market could not prevent incumbent controlling shareholders from getting benefitted from squeeze-out when the stock price is underestimated In order to address the conflict of interest between majority and minority shareholders in squeeze-out, this paper categorizes the type of squeeze-out and methods of squeeze-out. The type of squeeze-out includes (i) where the incumbent control continues and (ii) where the incumbent control changes; the methods of squeeze-out includes (a) U.S. style cash-out merger, (b) german style buy-out and (c) U.K. style compulsory acquisition. The paper shows that the risk of misusing squeeze-out is relatively low where the incumbent control changes in executing squeeze-out. Also, the U.K. style compulsory acquisition has merits in terms of protecting minority shareholders from majority in squeeze-out. Combined altogether, the possibility of misusing squeeze-out scheme increases where the incumbent, without control change, executes cash-out merger or german style buy-out. Unlike the current proposal, the U.K. style compulsory acquisition might be a better option for squeeze-out in Korea. If the Korea is to adopt only cash-out merger and buy-out by dominant shareholders, more procedural control should be put on where incumbent control continues throughout the squeeze-out transaction.