개정상법상 종류주식을 활용한 방어수단

Abstract

There was 2006 and 2008 Revision Draft to Korean Commercial Code for the revision draft for the class of shares as we saw, but a portion has been dropped or not even submitted to the National Assembly. However, because of the government's ongoing efforts, National Assembly has passed after six years "The company act of the commercial law" on March 11, 2011 and the amendment (Law No. 10,600) was performed from April 15, 2012. But the amendment on class of shares was limited in a total five kinds of the class of shares, the class of shares of transfer restrictions in amendments to '2008' was deleted and the remaining shares were introduced in the revised Commercial Code. Another feature of this revised Act is expected to reduce cases that the minority shareholders resist the corporate restructuring of the reasonable way due to the introduction of freeze-out of the minority shares for the unfair business reasons. In addition, it will work as a means of various M&A for the maximum synergy effect and the efficient restructuring with allowing cash-out merger and triangular merger. In this thesis, after considering these viewpoints, I studied ways that can be utilized in hostile M&A around the class of shares about voting rights limit shares and convertible reason shares among the class of shares was introduced in 2011. In addition, I investigated plans expected high utilization for use of the class of shares for the benefit of medium and small-sized enterprises. Therefore, it seems that these measures need to be emphasized again. There was no case that the class of shares was used as a means of defense against hostile M&A before the introduction of the class of shares, before Revised Commercial Code. And, in situations of hostile M&A, whether the target company's board of directors can conduct defense act or not has been treated as a matter of whether ‘managerial purposes’ are recognized when new shares, issuance of convertible bond or bond with warrants is allowed to friendly shareholders or the issuance of unfair methods in the case of disabled rights issue. Although the revised Commercial Code introduced the class of shares, the class of shares is expected to be used frequently in the future in the absence of the utilized case as a means of defense against hostile M&A.