借入買受(Leveraged Buyout)의 法的 論點에 관한 考察

Abstract

A Study on Legal Issues of Leveraged Buyout Kim, Hong-Sik Leveraged buyout(hereinafter LBO) is generally defined to buy a target company by purchase funds to take out a loan for offering assets of the target company as a security. In the mid-1970s LBO began to be used in the United States, in the 1980s it was significantly vitalized due to the inflow of junk bond and pension fund, and in the 1990s private equity fund played an important role in the LBO. The several M&A cases by LBO occurred in Korea but their number is much less in comparison with it of the United States. However, I think that the basis for M&A by LBO is good enough and LBO will be activated soon in Korea. Hence it is necessary to make up for the weak points and make the best use of the advantages in LBO. In the followings, after I examine thoroughly general discussions of law in the United States about LBO, I intend to resolve its legal issues related to both law in the United States and Korea. They are as follows : the problem to squeeze out and protect minority shareholders related to M&A resulting from LBO and the question to protect creditors of a company on account of the worse change in its financial condition by the management of a target company offering its assets as a security. Hereafter in the case for courts in Korea are to make a judicial decision about LBO, I think that it is reasonable for them to examine entirely whether fair dealing and fair price requirements proposed by the courts of Delaware are met in LBO.