LBO와 관련한 개정 상법의 법적 연구- 주요 개정 상법규정들을 중심으로-

This thesis studies the legal issues of Korean existing laws as Commercial Act in relation to LBO and discusses the problems of Protection for Minority Shareholders in LBO transaction. Generally, LBO is a type of M&A and in the transaction structure of LBO, the assets of M&A target company are placed as collateral for an outside supply of the funds to takeover the target company. This investment scheme has intrinsic risk of increasing the debt ratio. And in an LBO, the acquiring company establishes a special-purpose company (SPC) and then causes the SPC to obtain external financing, which is used to acquire the target company. The target company either furnishes its assets as collateral for the financing or is merged into the SPC, after which a relisting on a stock exchange is made. The fundamental characteristic of LBO is presented by the fact that the acquirement of the shares or assets of the target company is effected by utilizing a significant amount of debt and a vary low quantity of equity capital and that assets of the target company are put up as collateral for group of buyers to secure the loans. Squeeze-out system, introduced by the revised commercial act in 2011, has many problems with protection of minority shareholders of the target company related Going Private Transaction in LBO. In Korean, the Squeeze-out system exists Cash-out merger, compulsory acquisition of minority shares, appraisal rights. Protection of minority shareholders depends on the secured fairness of compensation estimate granted for them during a corporate's merger and fair process of such transactions. And MBO(Management Buyout) raise many legal issues. This LBO's type has problems arising from director's self-transactions by his or her violation of obligations, company's self-acquisition of own shares by provision of security or guarantee of an obligation, insider trading of the target company's the director.