Dead hand poison pill의 정당성

The validity or effectiveness of the so-called dead hand poison pill-especially focusing on the discourse in the united states

In recent years the status of so-called dead hand poison pill as an anti-takeover means has been the main subject of discussion in the United States. Even though there are no authorities in Court of Appeals at federal level as yet, this upgraded new version of poison pill has been reviewed in several courts in various states. It is true to say that it is impossible to find any uniform or harmonizing standard in recognizing the validity or effectiveness of this new breed throughout different courts at this moment. However under the circumstance in which on the one hand European Union and adjacent Japan has already adopted poison pill as a valid anti-takeover measure in their system and on the other hostile takeover biddings have been on the increase in domestic market gradually, it seemstobe high timeto consider seriously the possibility of the adoption of so-called poison pill or its permutation as an effective anti-takeover measure. Under this realization it seemed productive to delve into the situation in which this measure has been employed in various forms according to the needs of the market. The provisional conclusion drawn from the above observations into the status quo in US from both theoretical and practical perspective is that the measure itself can perform quite a positive role to enhance the overall benefits for shareholders as well as the managements if it is possible for the shareholders can have a countervailing means to check the delinquency of the managements. In this sense it is submitted with due respect that this kind of defense measure can also be considered to be operative as a balancing factor even in our system provided that more independent outside directors are to be appointed and anterior or posterior regulatory mechanisms are to be fully equipped for the protection of the shareholders.