국내 기업인수목적회사(Special Purpose Acquisition Company, SPAC)의 재무적 특성과 제도적 고찰

The new financial product introduced in the domestic capital markets, SPAC, is established in the form of a paper company, in which promoters and sponsors usually consist of a management team investing their fund in a certain limited percentage of total shares outstanding. Through the intial public offering (IPO), outside investors may participate in the ownership of the SPAC, which is listed in either Korea Exchange or KOSDAQ. Moreover, most of the fund raised through the IPO (at least 90% ) is to be kept in a trust company. At least one merger between the SPAC and a privately-held company, should be completed within 3 years (36 months), otherwise the SPAC will be liquidated thereafter. SPAC's management team relating to the distribution of remaining assets related to equity, can not claim their existing shares in the case of the delay or failure of the merger. Even in a successful merger, dissenting shareholders of the SPAC who oppose to the merger of the target company, may claim their own appraisal rights, under the current legal or regulatory system in Korea. Based upon the recent, volatile demand for the financial product in the domestic capital markets, the knowledge in this new investment vehicle is considered to be less informed, especially from the perspective of potential investors. Without thorough examinations or review of the characteristics of SPAC focusing on its financial and legal aspects, less informed investors can be led to chaos in structuring their own investment strategy in an effective and efficient manner. Research methodologies to perform this study are not theoretical or empirical, which were frequently adopted to investigate any issues in the finance literature. Instead, the descriptive results or analyses resulting from this interdisciplinary research between two academic fields, i.e., law and finance, may enhance the investors' knowledge on the newly introduced product and, in turn, contribute to reducing the possibility of investment risks by choosing their own optimal portfolios, as described above.