적대적 M&A과정에서 주주의 역할 －일본 기업가치보고서의 사고방식을 중심으로－

In the case of the hostile M&A, target company tries to protect the M&A so as to maintain the independence of a target company. In this time, therefore, it is common for the target company to employ various defensive measures. Major defensive measures available to a target company include poison pill, lock-up, and so on. But, it is impossible that the target company has prepare defensive measures of hostile M&A in Korea. Because the Corporate Act in Korea has been not permitted to introduce defensive measures for hostile M&A. The past decade has witnessed extraordinary growth in the assets held by institutional investors, specially pension funds. Institutional investors have both greater incentives to intervene in management than the individual shareholder, and that intervention by them is much more practicable. Therefore, institutional investors, specially pension funds, have a great role to improve of corporate governance in our markets. For this reason, expectation role of shareholder has been changed. It is important that the shareholder of target company has prepare defensive measures of hostile M&A. Therefore our corporate law should permit for shareholder to introduce defensive measures for hostile M&A. In this article, I would like to explore the expectation role of shareholder, and then necessity to introduce defensive measures for hostile M&A.