일본의 주식대가 M&A 활성화를 위한 규제개선의 현황과 시사점

Abstract

Recently, Japan has been establishing support systems for M&A in exchange for stocks as a way to revitalize M&A. M&A in exchange for stocks refers to a type of merger in which the consideration paid to the target companyʼs shareholders is paid in treasury stocks. In this way, paying treasury stocks in exchange for a merger has the advantage of not having to raise large funds, and also allowing shareholders of the target company who received treasury stocks to share in the synergy of the merger. Accordingly, the potential for use by new companies with relatively small amounts of capital but with high future growth potential is increasing. Japan does not take the position that matters necessary for its companies are impossible under current law, but is seeking ways to realize them through improved regulations. Even in the case of M&A in exchange for stock discussed in the text, if it is necessary for a company, it can be seen that the approach is being taken from the perspective of improving the regulations that hinder it so that the company can utilize it. Japanʼs stock grant system is believed to have its own significance as an option that can support smooth organizational reorganization of companies. Therefore, it is believed that a detailed review of measures to be introduced into our law is possible. However, considering the characteristics of our legal system, a more thorough review should be conducted first on issues that need to be resolved under our law, such as the issue of holding company regulation, which does not exist in Japan. It is expected that detailed discussions on this will take place in the future.