earticle

영어

Recently, there have been debates to whom the premium based on the management right of a corporation must be vested in. In other words, the main focus of this study is that only a dominant stockholder who exerts the management right can have a control of the corporation, or the affiliate parties, who assisted the dominant stockholder in stably acquiring the management right, are also allowed to enjoy the premium of the management right. With regard to the topic, recent judicial precedents exhibited two conflicting perspectives. For instance, the Seoul High Court(SHC2016Noo40490, 2017.03.08.) and the Supreme Court(SC2017Doo40228, 2017.07.27.) have taken a position that only a dominant stockholder can enjoy the premium of the management right, whereas the National Tax Tribunal(NTI 2014 Seo 288, 2014.10.29.) and the Seoul Administrative Court(SAC2015GooHab52302, 2016.03.18.) have presented that not only a dominant stockholder but also the affiliate parties could be a beneficiary of the premium of the management right. As such, this study aims to investigate the logical grounds of each party based on the precedents mentioned above and to analyze which opinion is theoretically or logically more relevant than others. The premium of the management right is inevitably derived from the process of various mergers and acquisitions(M&A) recently occurred among corporations. In considering these realities, it would be definitely worth to organize and analyze the legal issues with regard to the premium of the management right. Meanwhile, the results of this study would be used as useful ground data for the authorities, which have many concerns on the tax issues associated with the premium of the management right, to regulate or revise the tax policies or regulations.