축출합병에 있어서 소수주주의 보호에 관한 연구 -미국판례상 정당한 영업상의 목적-

In Singer v. Magnavox Co. case, the Delaware Supreme Court ruled that majority are holders of Delaware corporations violate a fiduciary duty to minority shareholders when they engineer a merger the sole purpose of which is to eliminate the minority shareholders from continued participation in the enterprise. In so holding, the court upset a longstanding trend in the Delaware law of corporate mergers and embarked on a new course of protection for minority shareholders involved in freezeout mergers. Prior to Singer case, the Delaware cases concerning the protections afforded to minority shareholders followed two conflicting lines. One protects the interests of the minority shareholders from abuse by the majority. The other ignores the same abuses when they occur in the context of a corporate merger. Singer effectively closes the gap between these two lines by extending the concept of a corporate fiduciary obligation to the merger context. Singer v. Magnavox Co. case reverses the earlier Delaware rule of judicial noninterference in corporate merger transactions. To protect minority shareholders, the court imposed a two-tier test. First, the majority must prove that a valid business purpose justifies the merger. Mergers that have a bona fide business purpose must meet a second requirement. The entire transaction will be scrutinized to ensure that minority shareholders are being treated fairly. If flexibly administered, the new Singer rules may go far in providing adequate relief for the "victims" of freezeout mergers. This note examines Singer, its antecedents and its possible application. It first compares Singer with prior Delaware law, concluding that the judicial involvement mandated by Singer represents a significant break with Delaware merger precedent. The purpose of this note is to carefully analyze the Delaware Supreme Court's reasoning in Singer case and its implications. Part II examines a controversail point freezeout megers and minorty shareholders' protection. Part III examines history of fiduciary duty and proper business purpose, especially, in commom law and status laws. Part IV analyzes Singer case itself, presenting the facts, procedure, resoning of finding and significance. Finally, Part V suggestes proposal things in present situation of korea.