주식매수청구권에 관한 쟁점과 개선방안에 대한 고찰

The Company's decision is made in accordance with the principle of majority decision through a general meeting of shareholders. In aspect of efficiency, it is reasonable for a company to make decisions based on majority rule. However, the problem arises that minority shareholder opinions may be ignored or denied. Therefore, our commercial law provides various methods to protect minority shareholders. For example, ① the right to propose shareholders, ② the right to call a general meeting of shareholders, ③ the right to request intensive voting, ④ the right to dismiss directors, and ⑤ the right to file a representative lawsuit, est. These rights are called “right of the minority shareholders". However, right of the minority shareholders have a dual aspect of “rights to protect minority shareholder interests" and “rights that can only be exercised by those who own a certain proportion of shares." In other words, right of the minority shareholders cannot protect the interests of all minority shareholders. So, this highlights the significance and importance of the existence of the appraisal rights, which corresponds to the right to exercise only by owning shares with protecting the interests of minority shareholders. Such a appraisal rights is an indirect right to return its status as a shareholder after receiving due compensation from the company if he opposes its decision. This right is characterized by being able to protect minority interests wider than right of the minority shareholders. However, various issues have been raised regarding the appraisal rights. Among these various issues, this paper aims to examine the need to establish the scope of the shareholders who have the appraisal rights and the need to limit on the appraisal rights based on legislation and discussions in other countries. Furthermore, we would like to consider ways to improve the appraisal rights system and continuous development through the consideration of improvement measures.