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| TITLE | Supreme Court Order 2016Ma5394, 5395, 5396 Dated April 14, 2022 【Determination of Purchase Price of Stocks】 [full Text] |
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| Summary | |
| 【Main Issues and Holdings】 [1] Where a shareholder, opposing a merger, etc. of a stock-listed corporation, requested the corporation to purchase stocks that the said shareholder owns, but as consultation was not made with respect to the purchase price of the stocks, the shareholder or the corporation filed the determination of a purchase price with a court, the method of calculating the purchase price of stocks [2] Whether the court may fairly calculate the price of a stock by conducting ex officio fact-finding investigation without considering the allegation of the parties in a judgment on the determination of the purchase price of stocks (affirmative), and, in such a case, the degree of proof to which the court may admit facts [3] Legislative purpose of Article 176-7(3)1 of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, stipulating that the purchase price of stocks should be determined based on the stock market price on the day immediately preceding the date the resolution of the board of directors is made with regard to the conclusion of a merger contract at the time when a stock-listed corporation determines the purchase price of stocks Where the stock market price can be seen to have been already affected by the merger as major participants in the capital markets expect the merger even though the merger is not publicly announced, whether the purchase price of stocks should be calculated based on the day immediately preceding the date the resolution of the board of directors is made (negative) [4] In a case where Company B and Stock Company C, which are stock-listed corporations and affiliates of Business Group A, were amalgamated into one as part of the managerial succession, but Party D and others, shareholders of Stock Company B opposing the merger, filed a determination of a purchase price with a court in accordance with Article 165-5(3) of the Financial Investment Services and Capital Markets Act, the case holding that the judgment of the lower court, which determined the purchase price of the stocks based on the day immediately preceding the date on which Stock Company C was listed on the grounds that the stock market price of Stock Company B can be sufficiently seen to have been affected by the merger from the time when Stock Company C was listed, and thus the day immediately preceding the date when the resolution of the board of directors was made in relation to the merger contract of Stock Company B cannot be a reasonable standard for calculating the fair purchase price of stocks of Stock Company B, is justifiable | |
