상장기업과 비상장장기업 간 합병비율산정에 관한 연구

This paper examines whether or not the regulation of the ratio of merger in the Securities and Exchange Act is appropriate enough to actually prevent the method of estimating merger ratio in listed and unlisted companies from being unfair. The sample is composed of the firms of merger which are listed and unlisted from 2003 to 2005. Empirical findings are as follows. First, it was found that merger price of unlisted company is relatively evaluated higher than that of listed company, while asset value and earnings from continuing operations of unlisted company are estimated lower than those of listed company. This result suggests that the current regulation of estimating merger ratio cannot be safeguards to protect external shareholder and to restrict management behaviors by controlling shareholder. Second, the finding shows that in evaluating the value of earnings of unlisted company, future earnings were found to be overestimated than real earnings and the discount rate was not fully valued with the characteristics of operating risk. This indicates that financial authorities need to regulate the current earning valuation method, which is one of the causes in overestimating the value of unlisted company in merger. Finally, according to the empirical results of this study, the relative value based on market valuation model mitigates overestimating the value of unlisted stock. It implies that it is necessary to consider compulsory application of the relative value based on market valuation model in order to reduce overvaluation of unlisted company.