종류주식 발행회사에서 종류주주총회 필요 여부의 판단기준 - 정관변경 · 신주인수 등과 합병 경우의 차별화 -

초록

Under the Korean Commercial Code(KCC), if a corporation has more than one class of shares, the holders of the shares of a class are entitled to vote as a separate voting group when ① a proposed amendment to the articles of incorporation adversely affects the specific class ② different measures with respect to the subscription for new shares, consolidation, split, or cancellation of shares is taken to the class of shares which adversely affect a specific class ③ a class is adversely affected by a spin-off, merger after spin-off, share exchange or merger. This paper analyzed the test when class voting is required in each of the above three cases. This paper concluded that in the case of ① and ② the test should be whether rights of different class of shares are changed disproportionately, while in the case ③ the test should be whether fair value is provided to each class of shares.

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