미국 법제하에서의 적대적 M&A 방어방법의 한국 법제하에서의 활용가능성

Generally speaking, hostile takeovers can perform the function of distributing economic resources efficiently. This efficiency is created through improvements in corporate governance and the monitoring of management. However, the efficacy of hostile takeover should not be generalized but rather should be examined on a case by case basis as the purposes and conducts of hostile takeovers are numerous. In some cases, hostile takeovers may be contrary to the interests of the target company and/or its shareholders. Therefore, hostile takeovers should be balanced with fair and appropriate defensive measures so as to protect the interests of shareholders from unjust hostile takeovers.In the United States, various defensive tactics against hostile takeovers have developed and been used by the target company's management. However, the focus of Korean law has been on the promotion of hostile takeovers, while research into fair defensive measures remains underdeveloped.This paper identifies the reasons why some defensive tactics used in the USA are not used in Korea. Our research focuses on the legal feasibility of and the obstacles to defensive tactics under the Korean law. In addition, after examining the standards for review of takeover defenses in the United States, Japan and Korea, we provide an idea for the amendment to Korean corporate law for the improvement of hostile takeover defenses.