A Proposal for Protection of Shareholders' Right in the Holding Company and the Subsidiary Company A company may become the complete parent company possessing the total number of issued shares of another company by an all-inclusive share exchange, a company may establish a complete parent company due to an all-inclusive share transfer, and become a complete subsidiary. And the shares owned by the shareholders of the company becoming the complete subsidiary by an all-inclusive share exchange shall be transferred to the company becoming the complete parent company by the share exchange on the day of share exchange; and the shareholders of the company becoming the said complete subsidiary shall become the shareholders of the company becoming the said complete parent company by receiving the allocation of new shares to be issued by the company becoming the said complete parent company for the share exchange. In this paper, I have investigated the legal problems of the provisions on protection of shareholders' right in the holding and subsidiary company under the Commercial Law and the Securities Exchange Act, and suggested the measures for protection of shareholders's right and an effective legal mechanism to secure the minority shareholder's right in the holding company.

A Proposal for Protection of Shareholders' Right in the Holding Company and the Subsidiary Company A company may become the complete parent company possessing the total number of issued shares of another company by an all-inclusive share exchange, a company may establish a complete parent company due to an all-inclusive share transfer, and become a complete subsidiary. And the shares owned by the shareholders of the company becoming the complete subsidiary by an all-inclusive share exchange shall be transferred to the company becoming the complete parent company by the share exchange on the day of share exchange; and the shareholders of the company becoming the said complete subsidiary shall become the shareholders of the company becoming the said complete parent company by receiving the allocation of new shares to be issued by the company becoming the said complete parent company for the share exchange. In this paper, I have investigated the legal problems of the provisions on protection of shareholders' right in the holding and subsidiary company under the Commercial Law and the Securities Exchange Act, and suggested the measures for protection of shareholders's right and an effective legal mechanism to secure the minority shareholder's right in the holding company.

Subsidiary Company, Double Derivative Suit, Request of Report on the Affairs, Holding Company, Protection of Shareholders' Right≫