기업분할에 따른 지주사 디스카운트와 종류주식을 통한 제도 개선방안

Abstract

The importance of the value of individual shareholders has increased recently in the Korean stock market due to the increase in the amount of investment by individual shareholders. The holding company discount due to equity carve-out is a controversial issue in the Korean stock market from 2021. Equity carve-out is one of the split methods in which a specific business department of the company becomes a 100% subsidiary. It refers to a separate business entity under commercial law however without any essential changes in the value of an existing company. Spin-off is also a split method that splits a specific business department into a separate business entity as equity carve-out however it splits horizontally with the existing parent company rather than the vertical relationship as equity carve-out. Existing parent company shareholders can hold both parent company and subsidiary shares based on the pro-rata rate for the distribution. Managers consider the equity carve-out as a way of financing the subsidiary. However, when both parent and subsidiary are listed on the stock market by equity carve-out, the value of the subsidiary reflected in the parents company can no longer affect the value of the parent company. The discount the value of the parent company is inevitable and it leads to decrease the value of existing parent company shareholders. In the Korean stock market, equity carve-out is interpreted as a split method that represents only the interests of the controlling shareholders, not the individual shareholders because the controlling shareholders can affect the manager’s business choices. Compare to the Korean stock market, the purpose of the equity carve-out for U.S companies is to increase the value of the parent company by evaluating the subsidiary through the initial public offering on the stock market. This study explains that a holding company discount is triggered by the purpose and content of the split, not the split method. This study explain the main reasons of the holding company discount through carve-out and split-off cases in Korea and U.S and suggests classes of shares as a solution to enhance not only the value of individual shareholders but also the corporate operation more effectively. The prior literature mentioned that the warrant and tracking stock would be a solution to decrease the effect of the holding company discount. The issuing warrant and tracking stock may decrease the demand for carve-out as a way of financing. However, it has to be issued separately from the common share of the parent company. It refers that these stocks may have different authority such as the amount of dividend paid or the controlling rights therefore suggested solution may difficult to completely perform to enhance the value of the shareholders. The purpose of this study is to promote corporate business autonomy, protect minority shareholder value, and contribute to the maturity of the Korean capital market by proposing the cause of the discount of holding companies and classes of shares as a solution to this issue.