http://chineseinput.net/에서 pinyin(병음)방식으로 중국어를 변환할 수 있습니다.
변환된 중국어를 복사하여 사용하시면 됩니다.
- 中文 을 입력하시려면 zhongwen을 입력하시고 space를누르시면됩니다.
- 北京 을 입력하시려면 beijing을 입력하시고 space를 누르시면 됩니다.
RISS 인기검색어
- 검색키워드
- 저자 : 禹洪九 (검색결과 42 건)
- 무료
- 기관 내 무료
- 유료
-
-
禹洪九 건국대학교 1995 學術誌 Vol.39 No.1
If the stock market is completely liberalized in the era of the international capital liberalization, the control of the domestic corporation will be threatened. The purpose of this thesis consists in considering the necessity of domestic corporation and its shareholders' protection confronted with the foreign capital which has various tender offer strategies. As the fundamental work for this purpose it is necessary to analyze and survey the problems and contents of the Anti-Takeover Statutes in U.S.A. Then, the Anti-Takeover Statutes in U.S.A. must be reviewed whether they can be utilized as legislative materials in the Korean Commercial Law. The system of this thesis is as follows. Chapter 1 elucidates the purpose and scope of this study and the necessity of the current takeover phenomenon and its regulation. Chapter 2 describes the regulation of tender offer under the Williams Act of 1968. Chapter 3 examines both the First Generation Statutes and the Second Generation Statutes in terms of the regulation of tender offer under State Laws and then especially investigates what is to be known as the Second Generation Statutes : the Control Share Acquisition Statutes, the Fair Price-Super Majority Statutes, the Right of Redemption Statutes, and so on. Chapter 4 examines the general issues concerning the legislation of the regulation of the takeover and elucidates the direction and feasibility of legislation. Chapter 5 considers the legislative measures against the hostile tender offer in the future on the basis of the Anti-Takeover Statutes in U.S.A.
-
-
-
-
-
禹洪九,許悳會 건국대학교 법학연구소 1996 一鑑法學 Vol.1 No.-
Whenever holders of a controlling block of stock in a corporation sell their stock, they often receive a price per share that is higher than the price other shareholders can obtain for their holdings. Alternatively(or Sometimes in addition to such price premiums), controlling shareholders receive from the purchaser lucrative employment contracts or other side payments or benefits. Minority shareholders often feel aggieved if they are not offered and cannot obtain as high a price for their shares as the majority shareholders receive, or are not allowed to participate in side benefits accuring to majority shareholder. The traditional legal view in America is that a shareholder, irrespective of whether the shareholder is also a director or officer or both, may sell shares, just as other kinds of personal property for whatever price obtainable, even if those shares constitute a controlling block and the price per share is enhanced by that fact. Further, the shareholder is under no obligation to obtain for other shareholders an opportunity to sell their shares on the same favorable terms or even to inform them of the price or terms of controlling shareholder's sale. Courts have used a number of legal theories to permit recovery from controlling shares who receive a premium, leading to several widely recognized exceptions to the traditional rule. These exceptions, discussed more fully in subsequent sections include that liability based on misrepresentation or nondiclosure, ususlly relating to the minorty's sale of shares and sale of corporate office not sufficiently tied of the sale of shares and sale to the looter and circumvention of corporate action or diversion of corporate opportunity. Sale of control problems have imspired a tremendous amount of scholary writings much of which has been directed toward supporting a sharing of control premium. These arguments support what professor Andrews has termed an equal opportunity rule that a controlling shareholder should not be free to sell, at least to an outsider, except pursuant to purchase offer made equally available to other stockholders; or put in the affirmative, that one of the rights of the minority shareholders is to have an equal opportunity with all other stockholders to participate ratably in any sale of shares pursuant to favorable offer for the purchase of controlling shares in their corporation. Andrews’rules seek to differentiate between those motivation for purchase of control that should be discouraged and those that can be permitted. The positive reson for purchasing control is that an investment than one in noncontrolling share for the simple reason that it will enable the investor to implement what he belives to be the best policies in the management of his investment. in this article, the disfavored motivation for control he described as the purchaser paying a from his investment in some other way than through dividends and appreciation in value of his stock.
-
-
-
禹洪九 건국대학교 1979 學術誌 Vol.23 No.1
In this paper the writer examined the trends of legislations in various nations in regards to preemptive rights to new shares and also some controversial points in regulations governing the preemptive rights to new shares in the Korean Commercial Code. Considering the fact that the adoption of the authorized capital system is aimed at the mobility in the raising of capitals of corporations, it would be needed to foreclose the preemptive rights of the share-holders. On the other hand, it is necessary to legally authorize such rights to already existing share-holders to prevent possible infringement on their interests resulting from unfair issuance of new shares by the board or directors, which is invested with the right to issue shares under the authorized capital system. In efforts to harmonize these conflictings needs, some nations legislate for the preemptive rights and others against them. The Korean Commercial Code has adopted the authorized capital system, legalizing the preemptive rights to be subjected to restrictions stipulated by the articles of corporations. However, many imperfections have been found in the Korean Commercial Code that cause some conflicting interpretations of the code. Some legislative actions are, therefore, necessary to remedy the imperfections. In this regard the writer presents some of his basic views in this paler.
연관 검색어 추천
이 검색어로 많이 본 자료
활용도 높은 자료
