(1) In cases where it is necessary to achieve managerial objectives of a company, a shareholder who owns, on his/her own account, 95 percent or more of the total number of issued and outstanding shares of the company (hereinafter referred to as "controlling shareholder") may request other shareholders of the company (hereafter referred to as "minority shareholder" in this Sub-Section) to sell the shares held by them.
(2) In calculating the number of shares held under paragraph (1), the shares held by parent and subsidiary companies shall be aggregated. In such cases, the shares held by a company having shares in excess of half of the total number of issued and outstanding shares held by a shareholder who is not a company shall be aggregated to the shares held by the said shareholder.
(3) When a request for sale under paragraph (1) is made, the prior approval of a general meeting of shareholders shall be obtained.
(4) When the convocation of a general meeting of shareholders under paragraph (3) is notified, the following matters shall be stated in the notification, and the controlling shareholder requesting the sale of shares shall explain thereon at the general meeting of shareholders:
1. The status of share-ownership of the controlling shareholder;
2. The objective of requesting the sale of shares;
3. Publicly certified appraiser's evaluation of the ground and adequacy of calculation of the sales price;
4. Payment guarantee for the sales price.
(5) A controlling shareholder shall publicly notify the following matters by no later than one month prior to the date of request for the sale of shares, and shall separately notify the same to the shareholders listed in the register of shareholders and the pledgees, respectively:
1. The purport that minority shareholders shall submit the share certificates to the controlling shareholder simultaneously with the minority shareholders' receipt of the sales price;
2. The purport that, if minority shareholders fail to submit the share certificates, the share certificates shall become invalidated on the date the minority shareholders receive the sales price or when the controlling shareholder publicly deposits the sales price.
(6) Minority shareholders who receive a request for sale under paragraph (1) shall sell their shares to the controlling shareholder within two months from the date of receipt of the request for sale.
(7) In cases falling under paragraph (6), the sales price shall be determined through a negotiation between the minority shareholders who received the request for the sale of shares and the controlling shareholder who requested the sale.
(8) In cases where negotiation regarding the sales price under paragraph (7) is not conducted within 30 days of the date of receipt of the request for sale, the minority shareholders who received the request for the sale of shares or the controlling shareholder who requested the sale may request the court to make a determination of the sales price.
(9) In cases where the court determines the sales price of shares in accordance with paragraph (8), the court shall compute a fair and reasonable value of the shares based on the status of the company's assets and other circumstances.[This Article Newly Inserted by Act No. 10600, Apr. 14, 2011]