주식매수청구권 행사에 있어서 공정한 가액

Appraisal Remedy gave shareholders who objected to major structural changers and the securities being offered, the right to dissent and seek a judicial decision on the fair value of their shares which would be paid in cash. Thus, appraisal remedy was an exit strategy designed to protect shareholders by providing liquidity and an independent review of fair value. It was also meant as a check, or a monitoring device, to regulate those in control and to offer the shareholders a fair deal. There are considerable problems and limitations with some appraisal proceedings. There may be procedural requirements which usually oblige the shareholders to dissent from the merger by voting against It and by serving notice of their election to seek appraisal. Delaware Supreme court sentenced important standard to the fair value. Traditionally used the “Delaware block approach” to determine the fair value of the shares of the dissenting shareholders. This approach determines the value of shares by looking primarily at three different components. That is market value, net asset value and earnings value. Since corporations differ, the relative weight of these components will differ when valuing in appraisal. After that new Delaware methodology was adopted in Weinberger v. UOP Case. According to the court, the Delaware block approach will no longer exclude valuation techni ques generally acceptable on the financial community such as analysis of comparative takeover premiums or valuation based upon discounted cash flow. Thus, elements of value future value susceptible of proof are allowed but not speculative elements of value from the accomplishment or expectation of the merger, such as rescissory damages. In Japan, fair value is that “Fundamentally, the value of share at the date of appraisal remedy which would had if at the shareholders meeting merger was not admitted”. It means that the fair value is the price which was not influenced by the merger. But, by the revision of Act ‘But for Price’ was erased, the way was opened to add the synergy effect to the price. In our country, the supreme court sentenced that “If the corporate is not listed, the price at the appraisal remedy is calculated by the reflection of synthesized three different components. That is market value, net asset value and earnings value. Is is left at the discretion of court how differently weight the value of component. The listed corporate, the fair value is fundamentally calculated by the market price. The market price is the reflection of asset value, financial situation, earning and prospect of future management by the evaluate of many investors. So, the objective value of the corporate is reflected at the market price, the fair price at the appraisal remedy should be calculated by that price basis.