삼각합병의 구조와 관련 법적 문제

The triangular merger has been permitted as one of the corporate reorganizations since 2011 in Korea. Nevertheless, there are lots of interpretational issues in applying the provisions about triangular merger as follows : is the reverse triangular merger permitted?, is the acquiring parent company able to acquire its own shares and sell them to the acquiring subsidiary company at the parent's own discretion?, until when is the acquiring parent company able to acquire the shares and how to acquire them?, and should the merger synergy effect be considered in calculating the values of the minority shareholders' appraisal right in the target company?Futhermore, there would be some structural limitations in carrying out the flexibility and vitalizations of the triangular merger in comparison with the American and Japanese triangular mergers. In other words, it's required to legislatively supplement the current provisions about triangular mergers in the following issues such as the acquiring parent's direct issue of new shares to the target's shareholders, acquiring subsidiary's disclosure of material information on the parent company and legal treatment of target's potential shares like the bonds with stock purchase warrant and convertible bonds as well as stock options. And also there are some legislative issues to be considered in the mid-long term such as in the permission of the reverse triangular merger and extension to the various types of triangular reorganizations from the triangular mergers. Lastly, considering the increasing possibilities of hostile corporate mergers and acquisitions since the revision of the Capital Market Act in 2013, appropriate responses to LBO type triangular merger and cross-border triangular merger should be reviewed in a legislative perspective. In conclusion, this paper suggests the reasonable interpretational directions of current provisions relating to triangular merger and the legislative solutions to the above-mentioned structural limitations.