현대차그룹 지배구조 개편안에 대한 논평 -주주의 비례적 이익 관점에서-

March 28, 2018. Hyundai Motor Group plans to reorganize its corporate governance structure by merging divisions between Hyundai Mobis and Hyundai Glovis and transferring shares by controlling shareholders. This is a technically simple transaction, but from a civil legal point of view, there is a possibility that there is a conflict between the interests of the common shareholder and the interests of the controlling shareholder expressed in the interests of the group, First, from the perspective of the shareholder 's proportional gain, the first problem of the plan is to apply the intrinsic value method to the calculation of merger value at split merger. This raises the question of procedural fairness and creates a situation in which the division is undervalued. There are two ways to overcome this: a strict and transparent application of the cash flow discount method and / or introduction of divide-and-merge, two-step transaction in order to make sure that the market is fully evaluated before merging. If this is not possible, ultimately, it is necessary to actively apply Article 398 of the Commercial Code and the limitation of voting right of the special interested parties to the conflict of interests between the shareholders. Second, in terms of shareholder-proportional-earnings, it is worth noting the stock-transfer transactions between affiliates and controlling shareholders after split-off mergers. This is because the concentration of control over the controlling shareholder and the risk of transferring wealth are inherent, so that the above characteristics can be fully reflected in the valuation, which can be a fair transaction. On the other hand, the debate over the purpose of the transaction, such as whether the purpose of the transaction is the succession of management rights, or whether the transaction is for the pursuit of the interests of only the controlling shareholder, should be considered after the damage issue has been confirmed