주식매수청구권 행사시 주식매수가격의 공정성에 대한 고찰

Related on the exercise of appraisal rights of shareholders, in case of a listed company, we can estimate on the fair price of stock easily because we knows the market price of stock. But in case of non-listed company, we can not estimated because we don’t know the market price. As the result, minority stockholders are continuously showing discontent towards the companies about the calculation of unfair stock price. As a result of the review, the following points need to be improved. Firstly, it is necessary to define the concept of "fairness" in relation to fairness of stock prices and to define it as legislation. Secondly, it is somewhat unreasonable to enumerate the elements of estimation through legislation. In addition, because there is a slight difference related on the estimation method. it needs to regulate the “fairness” as guideline not law and administrative order. Also, though our country have not any provisions in related law and sub-law, we ought to mention clearly whether the premium will be included or not. Thirdly, it is necessary to establish clear criteria to protect the safety of transactions and minority shareholders as to when and how to calculate the calculation time. Finally, considering the fact that many countries have raised a lot of controversy about the method of calculation, and it is concluded that most countries should continue to recognize the emergence of new estimation methods and respond flexibly to them, it is necessary to set this by guidelines, etc. Furthermore, it should be possible to respond flexibly according to the times.