주식병합에 의한 자본감소와 종류주주총회

Abstract

When there is a capital loss at a stock company, capital can be reduced through a strict procedure. This is not a particular issue if the company has only issued ordinary shares, but when there are various types of stocks, conflict of interest may arise among holders with different types of shares. When the company is issuing various types of stocks, the status of stocks depends on its relations with other stocks. Therefore, conflict of interest may occur among holders that own different types of stocks according to the rights granted to different shareholders and the ways to change them. For instance, when the number of issued shares is reduced for capital reduction, it may inflict loss for holders of certain types of shares after the reduction. When there are various types of share issued and there is a possibility that the proportional balance among holders could be disturbed by change in statute or reverse stock split, thereby inflicting loss to certain types of shareholders, certain types of shareholders' meeting should be held to approve the capital reduction. On the other hand, when there is no loss caused by reverse stock split, shareholders' meeting does not have to be held. The law has to stipulate what kind of situation calls for certain types of shareholders' meeting in order to prevent misinterpretation. When ordinary stocks and preferred stocks are to be incorporated, it has to be approved by the shareholders of preferred stocks of which profit available for dividend may be reduced after the inverse split, though it does not have to be approved by all individual holders of preferred stock. However, shareholders' meeting is not necessary when proportion is maintained by adjusting the profit available for dividend. It can be replaced by resolution for capital reduction.