상법상 적대적 M&A 대응방안

A Study on Defensive Legal Systems against hostile M & A

Lately Mergers and acquisitions are increased in business world of Korea. M&A serve as effective means for growth of companies and for restructuring small, medium and venture businesses to make them more competitive. In order to mature the M&A market offensive tactics with defensive tactics are indispensible to be arranged. These incidents have triggered demand for legislative measures that allow firms to take appropriate actions to shield management rights from hostile M&A and for solution to the problem of domestic companies being discriminated both positively or negatively in foreign M&A. Poison pill is any tactic by a company designed to avoid a hostile takeover. Consequently key countries are working to improve their M&A-related institutions and our country (South Korea) have also abolished regulations that help companies defend themselves against hostile M&A through abolition of Restriction on Possessing Large Quantities of Shares in Securities Transactions Law in March 1997. Under these circumstances, there occurred several instances where leading domestic firms had their management rights threatened by foreign firms. In this study we conduct a comparative analysis of M&A regulatory systems in the USA, EU and Japan, the representative precedents, at the same time, focusing closely on South Korea's defensive means against hostile M&A. By doing so we present legislature changes that need to be improved or complemented in the future and also examine legal appropriateness of such defensive actions. The purpose of this study is to establish assistance in solving problems on the hostile M&A.