합작투자 해소와 주식회사 해산판결청구권— 대법원 2015. 10. 29. 선고 2013다53175 판결의 의의 —

When minority shareholders are not satisfied with the way the corporation is operated by management upon direction of a controlling shareholder, and have no other exit options due to strict restriction of share transfer, court-ordered dissolution of a corporation may provide a feasible method for minority shareholders of such closed corporation to end a joint venture as their exit plan for a joint venture instead of transfer of their shares to others. Pursuant to the Korean Commercial Code (the “KCC”), a shareholder who holds ten (10) percent or more of the total number of issued and outstanding shares in a corporation may request a court to disslove the corporation if: (i) there are unavoidable circumstances, and (ii) (a) the corporation is in a clear and continuous state of deadlock, which has caused or likely will cause irreparable damages, or (b) there is mismanagement or a waste of corporate assets, which threatens the very existence of the corporation (Section 520). Voluntary dissolutions may be carried out by the special resolution of shareholders meeting. Regarding end of joint venture companies, the relational contract theory should be considered. When there is a breakdown of trust among shareholders in a joint venture company and the minority shareholders have been de facto ousted from participation by the majority, these minority shareholders are essentially in deadlock. It is significant that the Supreme Court in Decision 2013Da53175 analyzed whether there was a need to dissolve a corporation established based on joint venture agreement in respect of deadlock situation with a view to protecting minority shareholder interests instead of from the point of view of maintaining the company as a business entity.