會社合併의 基礎理論

다국어 초록 (Multilingual Abstract)

The company merger system which is the most perfect form of enterprise concentrations
has been used for accomplishing various economic purposes, such as avoidance of
competition, rationalization of managements, saving of business expenses, extension of
business, monopoly of market and protection of domestic enterprise from foreign investment enterprise, etc. Among these, the merger for market monopoly is forbidden by the government on the ground that it has a bad effect upon the national economy.
There are various legal problems in company merger, especially in the Korean Commercial law because there are so many weak points in it. It is desirable that there are so many weak points in it. It is desirable that there should be reasonable and adaptable regulations that can be put into practical use.
As stated above, many countries do not have the same idea of merger and moreover the
form, the procedure and the effect of merger are not always alike. But they commonly
stipulate the universal succession of property in merger, two kinds of merger form or
acquisition and consolidation, the procedure for protection of stockholders and creditors of a corporation and limitation to the effect of nullified merger. It has also been pointed out that merger provisions in the Korean Commercial Code is very complicated, inexpedient and equivocal while foreign commercial code are very concrete and are appropriately stipulated focussing on solving the actual problems arising from merger. This is why prevailing commentators discuss the Korean Commercial Code should be revised.

목차 (Table of Contents)

• Ⅰ. 머리말 1
• Ⅱ. 會社合倂의 基魔理論 4
• 1. 廣義의會社合倂 4
• 1) 會社의 合供 5
• 2) 特別法上의 合倂 5
• 2. 法規定의 檢討 7
• 1) 商法의 規定 7
• 2) 特別法上의 規定 9
• 3. 會社合備의 立法趣旨 11
• 1) 經濟的 目的 11
• 2) 法律的 目的 12
• 4. 會社合備의 態樣 13
• 1) 法律的 測面 13
• (1) 吸收合倂 13
• (2) 新設合倂 14
• (3) 新設合佛廢止論 15
• (4) 分劃合供 16
• (5) 一部合佛 16
• 2) 法律外的 測面 16
• (1) 水平合倂 16
• (2) 華直合倂 16
• (3) 領環合倂 17
• (4) 混合合倂 17
• 5. 會社合倂의 自由와 制限 17
• 1) 商法上의 自由와 制限 17
• 2) 特別問題 18
• (1) 解散後의 會社 18
• (2) 價務超過의 會社 18
• (3) 外國會社 19
• (4) 特別法에 의한 制限 20
• 6. 會社合倂의 條件 20
• 1) 合倂條件 決定의 必要性 20
• 2) 配當比率 決定의 要素 20
• 3) 合佛比率의 公正性 要請 20
• Ⅲ. 맺는말 21