株式會社에 있어서 自己株式에 관한 硏究

Abstract

Treasury Stock is defined as the shares of the corporation which were originally issued to stockholders and which have been purchased by the same corporation on its own account. The acquisition by a corporation of its shares are in general restricted in most countries. The reasons of its restriction are not because of its theoretical contradiction but because of legal political or practical purposes of preventing the substantial reductions of corporate assets and the dangers of the abuse of treasury stock by corporate directors or officers for the purpose of their own individual speculation or corporate control. The goal of this study is to argue for the need to ease the regulations concerning the listed corporation’s acquisition of its own shares to improve the market performance by freely acquiring and disposing the treasury stocks and to actively defend the unfriendly M&A attempts. The recently argued for legal intent of regulating acquisition of its own shares and the effects of violating the law prohibiting acquisition of its own shares are described by studying ease of such regulations. Furthermore, the exceptional provisions of prohibited acquisition of its own shares under the Commercial Law and the legal relations and interpretation of commercial and equity trading laws to explain its legal status are explained. The need for easing the regulation of corporation's acquisition of its own shares as a way to defend its management rights at the time of the recently active unfriendly M&A attempts by the foreign companies and the issues of introducing the Commercial Law allowing the corporation to acquire its own shares and whether it should be allowed de lege ferenda are examined. This thesis proposes some ideas on the acquisition of treasury stocks: (1) In a company's acquiring its own stocks to prevent serious loss to the company. (2) For the activation of an employee stock plan. (3) The positive preparation of domestic firms is necessary for the eventual permeation of foreign capital. The Commercial Law depends on prohibiting the acquisition of treasury stocks and admitting exceptions compared with foreign regulations Korea's regulations are too strict. It is also difficult for domestic companies to prepare for capital liberalization and openness. Therefore, in the case of a need for acquisition of treasury stocks, measures such as capital liberalization, openness, protection of firms, active employee share plans etc. are needed. We must consider countermeasures against the risks of relaxed regulations. In addition, the insufficiencies of the Commercial Law should be supplemented. This study covers six chapters. The first chapter is the introduction. In the second chapter, system and their regulations are examined. In the third chapter, the scope of regulations and the effects of violations of mortgage acquisition and the acquisition of a company's own stocks are analyzed. In the forth chapter, the legislations of foreign country are investigated. In the fifth chapter, some problems appearing in the current law are presented with suggestions of how to solve them. The last chapter is the conclusion. It is hoped that this study will contribute to the development of treasury stocks in the future. Therefore, this paper calls for careful discussion of legal amendment by considering all issues of easing the regulation of the corporation’s acquisition of its own stocks, not under the Stock Exchange Law but under the Commercial Law.