차입매수(LBO/MBO)거래의 규제와 패러다임의 변화 - 상장회사에 적용되는 규제의 문제점과 함께 -

In the present Mergers & Acquisition market, the chances and needs of Leveraged Buyout(LBO)/Management Buyout(MBO) are increasing more than ever. LBO/MBO is the primary method of corporate takeover which shall not be neglected in the globalization of modern-financing. If it can enhance corporate management and restructuring more competitively, change of paradigm is an essential factor for the institutional contradictions and judgement under the current system. In particular, Breach of Trust is enacted peculiar to Korea's Criminal Law and it curtails not only the proper function but also vitalization of LBO/MBO. Preferentially, this Draft is subject to the needs of reconstitution about the punishment regarding Breach of Trust in connection with LBO/MBO. To permit LBO/MBO with this premise of reconstitution, a system that can be acknowledged as a lawful procedure, such as disclosure and internal control system, and guidelines for LBO/MBO, is required. Also, management must have principle of good faith in business rationalization and improvement, and should clearly be liable for violation in either criminal or civil law. Additionally, use of Private Equity Fund(PEF) that can institutionally invigorate LBO/MBO and enactment of exceptional codes are necessary. This Draft deals with main issues related to regulatory drawbacks of the current system and suggests that, by establishing institutional mechanism based on the change of paradigm, LBO/MBO can be used as a unique M&A method.