M&A와 주식매수청구권에 관련된 문제점

The issues of appraisal right related M&A are summarized as follows. 1. There is no need of shareholders’ meeting in purchasing of minority’s shares through takeover, because full informations are disclosed in the process of takeover. The articles of appraisal right should be enacted in the capital market law when the controlling shareholders buy the minorities’shares after the takeover procedure. 2. The appraisal right should be authorized to the shareholders who dissent the corporate division, in which share value might be decreased and share transfer might become more difficult. 3. Minorities’ appraisal right to majority shareholders can be defined as special right vested by Commercial Act to protect minorities with inferior status in corporate control. 4. The time of acquiring appraisal right of minorities to the controlling shareholders is the date of convening or notice of shareholders’ meeting in an unlisted company. 5. In reckoning 95% ratio of controlling shareholders, the total shares,namely shares with voting right and non voting right should be included. However it is desirable to enact that when if he or she purchase 95%shares with voting right, then he or she could exercise the buy-out right of rest shares with voting right. It would be contributed to the efficient reorganizing company. 6. The appraisal right should be authorized to the class shareholders. When class shareholders notice their dissenting opinion before the class shareholders’ meeting, the appraisal right should be authorized to the class shareholders. 7. Once the appraisal right was exercised, it should not be canceled without the consent of the corporation, because corporation has the interest in it.