소수주식의 전부취득제에서 지배주주와 소수주주의 상대적 이익

Abstract

We examine how to evaluate the stocks during freeze out process. We particularly focus on the value of stocks owned by minority shareholders. This is an important topic both for academia and practice: Appraisal right is de factor the only practical way to protect minority shareholders at freeze out; How to value minority shares can determine the efficiency of mergers and acquisitions. We regard minority shareholders having long positions on put options and short position on call options. Majority shareholders have opposite positions. Then we consider information asymmetry and market liquidity in order to evaluate those positions. In conclusion, we suggest positive premium for minority shares at freeze out. This premium should increase with information asymmetry and stock volatility, but decrease with the liquidity of stocks.