일본의 주주행동주의와 매수방어책에 관계된 동향- 미쯔보시(三ッ星) 사건을 소재로 -

Abstract

Recently, while shareholder activism has become active in Japan and its contents and methods have changed, changes have also occurred in the company's response to shareholder activism. For example, companies are increasingly taking proactive and voluntary measures to improve their management issues as a way to mitigate the impact of shareholder activism. Rather than reflexively resisting shareholder activism, companies are earnestly evaluating its contents from the perspective of enhancing corporate value before determining their response strategies. Such a trend is becoming more noticeable. On the other hand, in a situation where problematic forms of shareholder activism such as the Japanese version of the Wolf Pack are showing signs of increase, notable developments have also been observed in relation to takeover defenses. Since 2008, the number of companies in Japan implementing takeover defenses has been steadily decreasing. However, recently there has been an upward trend in the number of companies introducing new takeover defenses or choosing to maintain their existing defenses. Above all, there has been an increase in the emergence of takeover defenses in different forms from traditional pre-emptive takeover defenses. These new forms of takeover defenses are implemented and activated when certain triggering events occur. Notably, there has been a growing number of cases where these defenses have gained support from shareholders and obtained legal validity. In this evolving landscape, the legal validity of takeover defenses has become more apparent. Simultaneously, there has been theoretical advancement regarding countermeasures initiated by the board of directors, the operation of Majority of Minority (MoM) requirements, and the theoretical development surrounding the necessity and reasonableness of countermeasures. The trends related to shareholder activism and its response in Japan may hold implications for Korea, which is experiencing a significant increase in shareholder activism. It is necessary to analyze the background, contents, and methods of the increasing shareholder activism and consider how companies should respond effectively. Providing companies with options to protect themselves from problematic shareholder activism and exploring systematic approaches for their utilization, considering the perspective of enhancing corporate value and the common interests of shareholders, becomes imperative. In Korea, there is a negative perception towards the means by which companies can protect themselves, commonly referred to as takeover defenses. However, considering the current reality of the sharp increase in shareholder activism and the evolving threats faced by companies, there is a need to reconsider the perspective towards takeover defenses. In other words, it is necessary to explore means by which companies can protect their corporate value and the common interests of shareholders from problematic shareholder activism. However, the focus should be on identifying and systematically examining specific issues related to the operation of such means, ensuring that they are not misused for the interests of the management team.