삼각합병의 활용과 법적 과제

Triangular mergers was introduced in Korean Commercial Code in 2011. Triangular mergers are a special form of merger. There are two types of triangular mergers-conventional and reverse. There are principal reasons for utilizing the triangular merger; (1) to avoid the automatic assumption of liabilities, which can be particularly desirable when acquiring a high-risk enterprise, (2) to avoid vote by the acquiring parent corporation's shareholders and their attendant appraisal rights, and (3) to continue the existence of the acquired corporation as a subsidiary of the parent acquiring corporation. But the utilization of triangular mergers can be restricted by corporate tax law. Under the Korean Commercial Code in 2011, i think, there are several legal problems. First, i would like to assert that triangular reorganization, for example, triangular share exchange should be introduced. Secondly, appraisal rights of dissenting shareholders must be exercised as the fair price. The fair price contains synergy effect of merger. Thirdly, to prevent corporate invasion, it is necessary for the paper company to disapprove deferred payment of tax.