개정상법상 기업조직재편제도의 개선내용 및 그 전망 －상장회사의 현황과 관련하여－

The amended Korean Commercial Code was passed in the National Assembly in March 2011 and will take effect in April 2012. Corporate restructuring means the process of redesigning one or more aspects of a corporation with the purpose of positioning it to be more competitive. This study intends to introduce main changes to the corporate restructuring-related provisions and foresee their development. An inspector’s ex post investigations and court reports concerning contributions in-kind may be exempted in certain circumstances. When there is the issuer’s consent, the debt-equity swap may be executed. The cash-out merger and the triangular merger which are modelled after U.S. law are incorporated in the Korean Commercial Code. The squeeze-out of minority shareholders is permitted as long as their sell-out rights is guaranteed. Scope of small-scale merger exception expanded. Various classes of shares with certain kinds of special features may be issued under the new commercial law. The acquisition or holding of a treasury stock is permitted as a general rule. The corporation should deliver a written notice when it issues shares to the third party. If legal reserve exceeds 150% of paid-in capital, the corporation will be free to use such excess. In case of business transfer which does not have a material effect on the transferee’s business, the appraisal right is not granted to transferee’s shareholders. To sum up, the amended Commercial Code will make the corporate restructuring procedures more flexible than the current Commercial Code.