포이즌 필의 도입에 따른 상법개정안에 관한 고찰

After the IMF crisis, Korean companies playing pivotal roles in national security and economy became subject to hostile M&A takeoversas a result of the elimination of many protective mechanisms of management rights, such as the mandatory bidding system and lifting the restrictions of stock ownership by foreigners, for attracting foreign investment and corporate restructuring. Recently, in improving the legal system for doing business, the Ministry of Justice has pushed ahead in introducing protection mechanism of management rights and proposing revisions to the Korean Commercial Code in order to address the threat of hostile M&A takeover of domestic companies with foreign capital. In particular, a controversial matter with respect to such protective mechanism is the poison pill. The poison pill is an effective means to easily defend management rights by management personnel facing an imminent loss in management rights due to a hostile M&A takeover. Due to globalization, Korean businesses are eager for a competitive means of raising funds, rather than a share scheme. Under these circumstances,diversifying the class of shares, includingthe poison pill, is a useful means of accomplishing various goals of the management, such as raising funds for a company, maintaining management rights and expanding business scope. In this thesis, I will review the concept, trends and uses of the poison pill system, study the proposed amendment to the Korean Commercial Code, and then discuss the main issues and the argument for and against the introduction of the poison pill.