합병기업의 주식매수청구권 행사결정요인과 장기성과

Appraisal right is a statutory right to protect the minority shareholders opposing the specialresolution agenda of the general shareholder meeting for a listed company. This study utilized201 merger cases from 2005 until 2010 in order to understand and analyze the determinants, whichleads to the exercise of appraisal rights. Furthermore, we examined how the rate of the shareholders’opposition to a merger and the actual exercise of the appraisal right are correlated with the long-runperformance of the merged company. The major results are as follows: First, 14.22% of the minorityshareholders in terms of outstanding shares was indicated opposition against the merger, and 4.01%actually was exercised their appraisal rights. Second, in cases where the higher the exercise rate of appraisal right was, the lower the relativestock price to the proposed repurchase price both on the date of shareholder meeting and on thelast exercisable day of the appraisal right was, and the more overvalued the target company wasat the time of merging, the rate of merger opposition and the exercise rate of appraisal right weresignificantly high. It suggests that these two variables, the relative stock price and the degreeof overvaluation, are important determinants. Third, the overvaluation of target company was found to be negatively correlated with the longterm stock returns. However, when the rate of merger opposition and exercise rate of the appraisalright were introduced into the analysis model, this negative relationship disappeared. Investigatingfurther based on a three-step mediated regression analysis revealed that these two variables playedimportant mediating roles. That is, the minority shareholders are likely to oppose the merger andto exercise the appraisal right as the degree of overvaluation of a target firm increases, andeventually this decision of the shareholder-the merger opposition and the exercise of the appraisalright–tends to negatively influence the long run performance of merged firms. Our empirical findings confirm that the minority shareholders are more likely to exercise theappraisal right not just because of the short term gains, but on whether a target firm is overvalued. Clearly, this implies that the appraisal right system is working properly in accordance with itspurpose.