Earticle

초록

영어

There are various types of defensive tactics in M&A (Mergers and Acquisitions). Recently M&A increased in the business world of Korea and so the activities of the hostile M&A are expected to increase too. New standard for the legality about defensive M&A tactics needs to be made for judging appropriately in commercial law. The appropriate guidelines for corporate surroundings will be presented to the company faced with M&A. I want to give useful information to the company intending to take the permission standard of defensive tactics.
The Hyundae-Elevator case show us considerable permission standard. It is necessary to protect the shareholders and investors of M&A target company. The poison pill is a strategy used by a company designed to avoid a hostile M&A by another company. I suggest that the rule of improving shareholder's interest can be suggested as a basic rule in the permission standard of defensive tactics.
The company attempts to make it's stock less attractive to the investors.
The golden shares is also known as the special right share, the specific share or the master share. It is true that there are so many legal problems such as the principle of equality to shareholder and the government's economic intervention associated in introducing golden shares, poison pill, offensive weapons, defensive tactic, control contest and business judgment rule to Korea. The directors should be protected by business judgment rule.
Under the Korean Commercial Law, the board of a target company can employ a defensive measure in the case of the hostile M&A. In order to improve the M&A market offensive tactics with defensive tactics are necessary. I conducted a comparative study of M&A regulatory system in the USA and Japan. The board of directors of a target company should take into account all factors concerning the best interests for the company and its shareholders and show reasonable grounds. When The hostile M&A becomes profits in a stockholder and a company, a director must not take a defense act to this. It is necessary to make the director to be responsible for the legitimacy and appropriateness of a defense act. In this paper four possible standards are recommended on the basis of the court's decision.
The Capital Market and Financial Investment Services Act has 5% rule.
The purpose of this thesis is to establish assistance in solving problems on the permission standard of defensive tactics against hostile M&A.
This paper is consists of:
Ⅰ. Introduction
Ⅱ. The form and defensive tactics of hostile M&A
Ⅲ. The permission standard of defensive tactics against hostile M&A
Ⅳ. Regulations under the Capital Market and Financial Investment Services Act
V. Conclusion

목차

I. 들어가는 말
Ⅱ. 적대적 M&A의 형태와 방어전략
  1. 적대적 M&A의 경제적 효과
  2. 적대적 M&A의 형태
  2. 정관을 이용한 방어전략
  3. 주식의 상호보유를 활용한 방어전략
  4. 자기주식제도를 활용한 방어전략
  5. 종업원지주제도를 활용한 방어전략
  6. 신주의 제3자 배정을 이용한 방어전략
  7. 황금주(golden shares)를 이용한 방어전략
 Ⅲ. 적대적 M&A에 대한 방어행위의 허용기준
  1. 허용기준검토
  2. 방어행위 허용여부에 따른 학설
  3. 방어행위의 허용기준에 따른 판례의 검토
  4. 방어행위의 허용기준의 정립
 Ⅳ. 자본시장법상의 규정
  1. 자본시장법의 시행
  2. ‘5% 보고’제도와 ‘냉각기간’제도
  3. 보고․공시의무의 확대로 인한 문제
  4. 업무집행지시자의 문제
  5. 사견
 Ⅴ. 맺음 말
 참고문헌
 

키워드

저자

• 김대규 [ Kim, Dae-Kyu | 서남대학교 경찰행정법학과 조교수. ]

참고문헌

발행기관

간행물

표지보기 관심저널 등록

• 간행물명

  원광법학 [Journal of Law research]

• 간기

  계간

• pISSN

  1598-429X

• eISSN

  2508-4526

• 수록기간

  1962~2026

• 등재여부

  KCI 등재

• 십진분류

  KDC 360 DDC 340