회사조직재편시 주주의 지분가치 보장에 관한 제도 —독일의 2023년 개정 조직재편법의 주식보상 청구권과의 비교법적 고찰—

Although the Korean Commercial Law(“KCC”) introduces a number of shareholder protection measures in corporate reorganizations such as mergers and divisions, those do not fully consider the interests of shareholders. What is most important in corporate reorganization is protecting the interests of stakeholders and harmonizing the company's request to efficiently and quickly change the existing system through reorganization. According to the KCC, it appears that there are several systems in place to protect shareholders, but in reality, those systems do not function well to protect shareholders. The purpose of this article is to point out the functional limitations of the shareholder protection system under the KCC, which has been raised in the practice of reorganization, such as mergers in Korea, and to introduce the contents of Germany's Reorganization Act, which was revised in 2023. In reorganizations such as mergers, the shareholders of the corporations maintain the value of the shares they had before the reorganization even after the reorganization, so it is necessary to prevent unfairness in the reorganization ratio, such as the merger ratio. Above all, it is noteworthy that in 2023, if the reorganization ratio is unfair, a share compensation system has been introduced. This article explains the details of German compensation system with shares and summarize the matters to be referred to and issues to consider.