주식강제매수제도와 소수주주의 보호

This paper deal with the compulsory acquisition of minority shares. The 2011 amendment Korean Commercial Act adopted this system in Article 360-24. According to the article, controlling shareholder who possesses 95% or more of total issued and outstanding shares of a company under his own account may request the minority shareholder the sale of the shares possessed by him if the purchase is necessary to achieve the business purpose of the company. The request for sale must be approved by the shareholders meeting in advance. On the other hand the minority shareholder also have the right to be bought out at the same level in Article 360-25. Controlling shareholder should purchase stock of minority shareholder. The new commercial act could give assistance to company to apply right of squeeze-out. But the act does know the concept of the entire fairness. The most important thing is to guarantee fairness, fair price for minorities.