주식매수청구권제도 개선의 필요성 - 자본시장법상의 주식매수청구권 특례조항을 중심으로 -

As the commerce expands and the society becomes more complex and diverse, it is more likely to cause conflicts of the interested parties. Especially, considering investment in stocks is an important part of investment portfolio for both individuals and corporations, it is desirable that the minimum protection mechanism should be prerequisite for rights of the economical weak. In this regard, Commercial Act and Financial Investment Services and Capital Markets Act enact a provision of shareholder's appraisal rights that protects minority shareholders who might be disadvantaged by decision-making of majority shareholders when a corporation carries forward mergers & acquisitions and etc. This study aims to discuss shareholder's appraisal rights, accepted in both listed and non-listed companies, focusing on the need for improvement of appraisal rights for listed companies enacted in special cases concerning appraisal rights of shareholders in Financial Investment Services and Capital Markets Act. In detail, main issues of this study are as follow, 1) What is the intent of appraisal rights of shareholders, 2) Is appraisal rights necessary for listed companies, 3) Whether deciding purchase price of stocks from dissenting shareholders under the Financial Investment Services and Capital Markets Act is reasonable, 4) Improvement of article 176-7① of Enforcement Degree of the Financial Investment Services and Capital Markets Act, and 5) Issues related to shareholder's appraisal rights of Korean SPAC(Special Purpose Acquisition Company) in comparison to the conversion rights of American SPAC, and whether appraisal rights should be granted to listed companies with restrictions of resale.