회사의 조직재편시 공정한 주식가치평가에 대한 제언 = Improvement on the fair stock value evaluation at company reorganization

다국어 초록 (Multilingual Abstract)

Stock value evaluation is the key in a stockholder`s appraisal right. However it is not easy to decide how to do it specifically either from the business administration perspective or legal perspective. The US where relatively more experiences and knowhow on stock pricing are accumulated, has archived vast amount of relevant rulings on stock value change by the execution of appraisal right by stockholders and pricing methods also keep changing. Company law books of each US state have exceptionally long phrases on stockholders` appraisal right, reflecting such extensive knowledge. Korea`s commercial law, however, has only abstract description stock pricing as the fair value set in consideration of a company` financial status and other situations. Of course the tax law and the capital market act provide further provisions but their legal purposes are different from the commercial act. The scope of fair value dealt with by the commercial law is limited to cases when a dissident shareholder`s appraisal right execution and a dominant shareholder`s selling claims right execution. So we can expect problems in applying those as they are.. Concerning stock value evaluation method, mostly discussed methods are Market Value Method, Delaware Weighted Average Method, and Discounted Cash Flow. Countries have ruled to use one of them depending upon situations rather than using only single method consistently. Korea usually relies on the Market Value Method for listed stocks and non-listed stocks. However, as for non-listed stocks, Korea sometimes use Weighted Average Method when it seems difficult that market value alone can lead to a fair value. When stockholders invest in companies and maintain their status as a company stock owner, they would hardly make a decision based solely on a firm`s market value. They would also consider a firm`s existing net asset value and anticipated future earning value in a comprehensive manner. Therefore, in order to assess a proper stock value required when stockholders have to sell their shares and give up their status because of corporate merger and others, and when stockholders are forced out of the firm because of a dominating holder`s sell claim right execution, many diverse factors shareholders consider should be factored in to value calculation. Stock pricing methods, however, keep being changing and improved and are subject to specific details of a case. In this sense, laws and regulations are desired to set a basic principle of evaluating stock price based on diverse factors such as company market value, net asset value, potential earnings value, etc. and build up specific details through rulings for each different case. And fair stock pricing will be made when synergistic effects, discount, etc. are also reflected together in setting a more specific price.