M&A의 활성화를 위한 法規整備에 관한 小考

Abstract

Regulatory Proposals for the Revitalization of M&A - focused on the limitation of the stock acquisition and the voting right - Suh, Chung-Hang In order for a corporation to operate efficiently, incompetent and deficient managers must be conveniently replaced. It is generally possible to achieve this through an internal control system, but it cannot be so conveniently done in the context of current Korean corporate governance system. Thus, replacement of such managers through M&A, permitting easier transfer of corporate governance controls, may facilitate the process of achieving the goal. The laws which are related to the corporate governance controls are Corporate Law, Securities and Exchange Law, Anti‐trust and Competition Law, and Foreign Investment Promotion Act. However, these laws have their unique purposes apart from directly regulating corporate governance controls. The standard strategy for acquisition of corporate governance control is through acquisition of shares of stock and subsequent voting rights. And protection for small shareholders and assurance of fair competition for corporate control should be regulated. In this context the Anti-trust law and strict regulations regarding acquisition of shares of stocks and voting rights of conglomerates, despite the initial object of their legislation, cannot avoid the criticism of reverse discrimination in market for corporate control. In addition the market for corporate governance control should be revitalized further by allowing more freedom to foreign institutional investors to acquire more shares.