회생절차에서 M&A의 법적 쟁점 - 웅진홀딩스 사례를 중심으로

Abstract

Though the number of M&A in the rehabilitation proceeding has decreased under the Debtor Rehabilitation and Bankruptcy Act(“Act”), new types of M&As have been observed. Woongjin Holdings case as one of such examples shows various characteristics. Even though Woongjin Holdings was a holding company of a big conglomerate, it applied for the rehabilitation proceedings without applying for the Workout in advance and the court did not appoint a receiver. It was the first case where a holding company applied for the rehabilitation proceeding, creditors submitted a prearranged rehabilitation plan and the first, second and the third meetings of parties in interest were held simultaneously. Woongjin Holdings case is estimated as a successful case in that it was completed in 149 days and strongly supported by creditors. The reason for such success could be (1) the court clearly noticed the importance of speed,(2) creditors had trust in the debtor and were cooperative, and (3) the debtor applied for the rehabilitation proceeding without delay. Though the court expedited the case interpreting current laws in a flexible manner, the following issues need to be solved by amendments to the Act; (1) The court may order a receiver to submit a rehabilitation plan when it renders a commencement decision, (2) The report of a receiver at the meeting of parties in interests can be substituted by the report of an examiner, and (3) The types of meeting of parties in interest based on the order of convocation should be merged into a single type and the meeting can be held whenever necessary.