신주인수선택권(포이즌필)의 도입에 관한 법적 고찰

In recent years, we have discussed what to introduce various defensive tactics with our being conscious that defenses against hostile M&A is not enough in korea. Above all, the Ministry of Justice of the ‘2010 draft amendments to the Commercial Code to the public’ which are intented to adopt a poison pill against hostile M&A. According to the draft amendment, a poison pill can be used only in the instance where the issuance of warrants are written into the articles of incorporation and the board of directors can decide whether to grant warrants to existing shareholders. So Korean business circle is strongly arguing for the introduction for the poison pill. Poison pill is regarded as on of the most efficient defenses, in terms of minimizing social costs associated with defensive tactics. Poison pill will work only when destructing hostile takeover happens against shareholders intentions, shareholders will have no limits on judging and change the incompetent management through general meeting of shareholders, even though opponents are afraid that new regulation is vulnerable to be misused and abused by management and major shareholders for their own interest. The introduction of ‘Poison pill’ will change the capital flow from excessive purchase for protecting management rights and misusing of capital for reserving cash to the productive investment, so it will help vitalize our economy eventually.