삼각합병제도 도입과 활용상의 법률문제

Tiangular merger became one of the options for corporate reorganization after 2011 amendment of Korean Commercial Code. After the introduction of triangular merger provisions, there was one disclosed case of triangular merger. Nevertheless there are many legal obstacles including corporate, capital market and tax law in structuring triangular merger. This paper analyzes the following legal issues encountered in the process of triangular merger, which are first, the acquisition of parent company shares by subsidiary as a merger consideration, second, protection of shareholders of parent and subsidiary company, third, regulations concerning merger ratio and disclosure in Financial Investment Services and Capital Market Act.