반대주주의 주식매수청구권에 관한 연구

Some Korean laws allow dissenting shareholders to have appraisal rights, by which shareholders opposing to a resolution of the board of directors can claim to the company for the purchase of their shares after the date of special resolution of general shareholders' meeting. Dissenting shareholders have their appraisal right only about the company acts which significantly affect the company's business mostly under Commercial Act, Capital Market and Financial Investment Business Act, and Act on the Structural Improvement of the Financial Industry. Legal discussions about the dissenting shareholders' appraisal right have been focused both on its legal character and more sharply on the issue of fair purchase price. Last year, the Korean Supreme Court ruled not only on fundamental legal character of shareholders' appraisal rights surrounding delayed payment for share by the company but also on computing method of LISTED shares for the first time in addition to its existent decisions about non-listed shares. However, the latter decision may bring some troubles to the minority dissenting shareholders. Interest conflicts may exist even in this process of calculating fair purchase price of shares. Therefore, this paper aims to review the Supreme Court's decisions, to indicate their problems and to suggest some remedial measures focused on fair dealing.