기업의 합병시 포합주식과 법인세에 관한 사례 검토

The merge is especially used as a part of M&A to meet the need of reorganizing corporates in economic crisis. As commercial law defines general procedures for merge but does not cover the cases : problems of combined-stocks would occur when acquirer and merged corporations own each other's stock. When acquirer owns the stock of merged, problem of self-stock acquistion, and when merged owns the stock of acquirer, then, problem of combined-stock could happen. The provisions for the latter problem are mentioned in tax law, not in commercial law. This article examines the development of USA, Japan and Korea provisions related to combined-stocks and in order to facilitate M&A by pointing out the obstacles which could happen in practical handlings, examines the contents and jurisprudence of the Supreme Court's judgment for 2008 DU 14074 on May 13th, 2011 in the critical perspective. To promote corporate restructuring, the acquisition process and timing of the stocks categorized as combined stock should be considered and as like a bankruptcy procedure by court and improvement of corporate financial structure by financial institutions, there are needs of exemption of combined stock provisions for the controlling shareholders whose corporate is restructured by the outside institutions instead of shareholders.