M&A관련 독약처방(Poison Pill)에 관한 소고

This article has a concern being voiced over hostile M&A(mergers and acquisitions) attempts against domestic businesses. As such, it is necessary to assist them in defending their management rights in a variety of ways, including the allowance of poison pills. As you known, many develped countries have legslated the system of poison pills in their corporate law. Unlike antitakeover charter and bylaw amendments, poison pills can be and almost always are adopted by boards without shareholder approval. Shareholder resolutions calling on companies to redeem their existing pills and put any future pill up for a shareholder vote have been winning majority votes for years, but are usually not implemented by the board. A flip-in plan grants shareholders the right to purchase stock in their own company at a discount rate in the event of a hostile bidder acquires a triggering percentage of outstanding shares. A flip-over plan grants shareholders the right to purchase stock in the acquiring company at a discount rate in the event of a takeover. Most poison pills contain both flip-in and flip-over clauses. A “back end” redemption clause allows the board to redeem a poison pill after the triggering threshold is passed. This provision potentially gives a board more room to negotiate with a hostile bidder. At present, the nation's M&A system is designed to be in favor of attackers like the U.S.-style M&A system. Amid a rapid rise in inflow of foreign speculative funds into the Asian market, the imbalance between attacks of hostile M&As and defense means has threatened managerial rights of domestic enterprises. It means that the Korean Government must allow domestic businesses to adopt the differential voting rights system used by more advanced countries in order to prevent the waste of domestic businesses’ cash assets in the process of defending their management rights with poison pills at least as the "Japanese New Corporate Act".