自己株式取得에 關한 硏究

Abstract

The meaning of treasury stocks buys again the stocks which a stockholder to a it floated the company. Stocks are conversion of negotiable securities as property rights and circulate, a company like other property rights so that a company may acquire oneself stocks, although he can think that it can acquire freely and can dispose if it becomes, it escapes to theoretical inconsistency that a company becomes its constituent, and others about capital reduction procedure it comes out and capital is returned the insider of a company can cause serious problems, such as violation of a fear of engaging in a speculative act, and a stockholder equal principle, and unjust corporate rule. Therefore, the time required in order to set to perform the right of a company the case of a merger and business acquisition and to achieve the purpose, the commercial law only accepts this only within the case of being exceptional, the time required for odd lot processing the time for adding restriction strict with acquisition of treasury stocks, and retirement shares, when an opposite stockholder uses a stock option. Theoretical inconsistency that a company will become a oneself constituent if a company comes to acquire oneself stocks, fullness of corporate property, prevention of unjust transactions, and observance of an equality of stock principle, unjust corporate rule prevention, etc. Unlike the commercial law, the commercial law permits acquisition of treasury stocks in principle until now by on the other hand the Securities Exchange Act which have forbidden acquisition of oneself stocks. Restriction is only placed about the acquisition method, a source of revenue, procedure, etc. since the position difference of the commercial law and the Securities Exchange Act applicable to company can bring about the ambiguity which looks for confusion and an expedient, the research for canceling a position difference in this case is required for it It is a policy for the purpose that management right must be protected by internationalization of capital to escape from securities market dullness prolonged by the strong thing to accept acquisition of oneself stocks extensively by the Securities Exchange Act. such a policy is required also for all their being not only a listed corporation and the association registering method but our companies it is judged that it can contribute also to autonomous Corporate culture. The revised commercial law of Japan has suggested many things in 2001. Japan also forbids treasury of stock in principle together with the case of our commercial law conventionally. however Japan which accepted this exceptionally only in some cases have continued revision gradually together with the U.S. case, and receive acquisition of treasury stocks through this revision. which gives the impression of having arranged by regulation of the unity minimum. On the basis on the design that revision can abolish the purpose regulation also to held type oneself acquisition of stock by preparing suitable disposal regulation shortly, conversion of the way of thinking deserves evaluating. Nevertheless, it is thought that it is because the reason the ban on a treasury stock was lifted the public center of attention even at this grade, and became a point of argument, and the policy referred to as being a measure against a stock price came out to the whole surface. It is for maintaining a stock price for the treasury stocks which became a department of supply rapidly simply to the inside where the dissolution of mutual possession of stocks advances if it says that it is extensive and what is bought is a measure against a stock price, when very direct, it will not be able to escape blame called stock price operation. Easing regulation makes responsibility heavy at one side, although it is extending discretion of a manager. If it says that the commercial law eases the restriction to acquisition of treasury stocks and a manager diffuses injustice, a responsible manager will not be able to avoid the responsibility. Therefore, Article 341 of the commercial law is revised studying the severe responsibility of soundness maintenance of a market, and a manager also by us the commercial laws, and they are 2 of Article 189 of the Securities Exchange Act, and Japan. Probably, the legislation policy from which a company will acquire treasury stocks freely together with the main point of the revised commercial law in 2001 must be established.