적대적 M&A에 대한 방어방법의 이용상 유의점 고찰-재무구조의 개편에 의한 경우를 중심으로

Abstract

The purpose of this Study is to find whether some defensive measures against hostile M&A's, which are widely dealt with in foreign countries, can be adopted in Korea. Among a variety of defensive tactics, this Study pays a special attention to financially-restructuring measures. This Study comes to a conclusion which is shown below. First, the target corporation of the hostile M&A may try to raise its stock price. However, this tactic possibly constitute the manipulation of stock price which is prohibited under the Securities Exchange Act. Second, the payment of high dividends or the redemption of shares policy will make the attractiveness of s corporation as a target reduced and deteriorate the financial soundness of the corporation. Third, a poison pill tactic dilutes the stock value of the target corporation. However, the tactic cannot be adopted because it is in conflict with the principle of capital repletion and the principle of shareholder equality. Finally, the leveraged buyout tactic is a deadlock policy against hostile M&A's but may decrease the value of the target corporation. In short, more kinds of defensive tactics should be developed which is to be used under the current laws of Korea in order to efficiently defend against hostile M&A's.