지배주주의 주식매도청구권에 관한입법론적 재검토

In Korea, the 2011 revised Commercial Act adopted the compulsory acquisition of minority shares in Article 360-24. According to this Article, the 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. In this way, the controlling shareholder's request for sale must be approved by the shareholders meeting in advance. In this shareholders general meeting, the controlling shareholder should disclose material informations to the minority shareholders, explain his compulsory acquisition plan according to the relating provisions. On the other hand the minority shareholder also have the right to be bought out at the same level in article 360-25. There are, however, some concerns that some of the above mentioned legal requirements are vague and ambiguous in a legal meaning and there might be abused against the legislative intents in practically applying the provisions of compulsory acquisition. In this paper, thus, I have analysed the problems of the legal requirements of the controlling shareholder's right of squeeze-out under the 2011 revised Commercial Act in comparison with the 2001 German Stock Corporation Act and 2006 English Companies Act as well as American Case Law including some state statutes, and suggested the settlement methods of problems of the controlling shareholder's right of squeeze-out.