상법개정안상의 신주인수선택권 도입에 대한 고찰 - 적대적 M&A에 대한 방어수단 도입 필요성을 중심으로 -

Abstract

Poison pill plans are most practical and typical method to protect target from the hostile takeovers in the USA. They are adopted to protect minority shareholders from inadequate takeovers and to increase the power of a company’s board of directors to negotiate with potential acquirers. The universal type of poison pill in the USA is flip-in/flip-over right plan. This plan is to endow ‘the rights’ to common shareholders with the type of dividends excepting bidders. Poison pill was introduced after the precontract right for share was enacted in Japan. By the enactment new Corporate Law of 2005, Japan has defensive system to those of American states against hostile takeover. In Korea, under current legal system, poison pill can be used as a defensive tactic, and Korean corporation are vulnerable to hostile treat by foreign funds. So Korean business circle is strongly arguing for the introduction of the poison pills. Poison pill is regarded as one of the most efficient defenses, in terms of minimizing social costs associated with defensive tactics. In order to put forward long-time stability of management and to protect the corporation and its shareholders’ interests from hostile takeover bid, Korean Commercial Act is going to introduce the poison pills to the target corporations. This article describes on the poison pills rights of USA and Japan, and analyzes some legislative problems on the introduction of the poison pills in Korean Commercial Act.