주식매수청구권, 기존 논의의 한계와 대안

The control premium is a very important phenomenon in the corporate law in terms of the shareholder 's proportionate interests, but it is hard to find a case or discussions in Academia in South Korea dealing with this issue. The main reason of this phenomenon is the lack of the notion of proportionate interests of the shareholders, in other words, it is due to the corporate account standard(hereinafter, the “CAS”), which is the Korean Court’s position, under which the corporate fiduciary duty covers only the corporate account, separate from the shareholders’ account. The CAS has played an important role in that is makes the Academia overlook the minority discount issue and have the excessive faith in the market price standards. Whether or not to approve the market price standard has been discussed in Korean Academia as the main issue, but it has not been correctly recognized that the control premium – minority discount is the essential problem. The discussions over the dissenting shareholders’ appraisal right in Korea needs to change to be more concerning these issues, such as control premium, minority discount, shareholders’ proportionate interests, and the wealth transfer to the controlling shareholder which are caused by the market price standard combined with the CAS.