적대적 M&A에 대한 방어행위의 허용기준

• 영문명: The Permission Standard of Defensive Tactics Against Hostile M&A - Including Discussions under the Capital Market and Financial Investment Services Act -
• 발행기관: 원광대학교 법학연구소
• 저자명: 김대규(Kim, Dae-Kyu)
• 간행물 정보: 『원광법학』제26권 제1호, 563~610쪽, 전체 47쪽
• 주제분류: 법학 > 법학
• 파일형태: PDF
• 발행일자: 2010.03.30

영문 초록

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

Ⅲ. 적대적 M&A에 대한 방어행위의 허용기준

Ⅳ. 자본시장법상의 규정

Ⅴ. 맺음 말

참고문헌

Abstract

키워드

적대적 M&A 포이즌 필 방어권 공격방법 방어행위 경영권분쟁 공개매수 경영판단원칙 Unocal 기준 Revlon 기준 hostile Mergers and Acquisitions Defensive actions Offensive weapons Poison pill Defensive tactic Control contest business judgment rule Unocal standards Revlon standard tender offer