(1) Where the total number of new shares issued and treasury shares transferred for a share swap by a company becoming a wholly owning parent company does not exceed ten percent of the total number of issued and outstanding shares of the relevant company, the approval of a general meeting of shareholders under the provision of Article 360-3 (1) of the relevant company may be substituted by the approval of the board of directors: Provided, That the foregoing shall not apply where the money or other assets to be provided to the shareholders of the company becoming a wholly owned subsidiary has been determined and the value thereof exceeds five percent of the value of the current net assets of the company becoming a wholly owning parent company on its final balance sheet provided for in Article 360-4 (1) 3. <Amended by Act No. 13523, Dec. 1, 2015>
(2) Deleted. <by Act No. 13523, Dec. 1, 2015>
(3) In cases falling under the main body of paragraph (1), a share swap agreement shall state the purport that the company becoming a wholly owning parent company may make a share swap without obtaining the approval of a general meeting of shareholders provided for in Article 360-3 (1), and shall not state the matters listed in paragraph (3) 1 of the said Article.
(4) A company becoming a wholly owning parent company shall give a public notice on the business title and the head office of the company becoming a wholly owned subsidiary, the date of share swap and the purport that a share swap is to be made without obtaining an approval under Article 360-3 (1), or notify it to the shareholders, within two weeks of the preparation of a share swap agreement.
(5) In cases where a holder of shares equivalent to at least 20 percent of the total number of issued and outstanding shares of a company becoming a wholly owning parent company notifies the company in writing of his/her intent to oppose to the share swap under the main body of paragraph (1) within two weeks from the date of a public notice or notice under paragraph (4), the share swap under this Article shall not be made. <Amended by Act No. 10600, Apr. 14, 2011>
(6) In cases falling under the main body of paragraph (1), where Article 360-4 (1) is applicable to a company becoming a wholly owning parent company, the expression "two weeks prior to the date of a general meeting of shareholders under Article 360-3 (1)" in the part other than the subparagraphs of the same paragraph of the same Article, and "the date of a general meeting of shareholders under Article 360-3 (1)" in subparagraph 3 of the same paragraph of the same Article shall be "the date of a public notice or notice under paragraph (4) of this Article", respectively.
(7) In cases falling under the main body of paragraph (1), the provisions of Article 360-5 shall not apply.[This Article Newly Inserted by Act No. 6488, Jul. 24, 2001]