M&A 활성화를 위한 세법적 개선방안 - 삼각합병을 중심으로 -

Korea’s M&A market dramatically expanded since the 1997 Asian financial crisis. Starting thefinancial crisis in 2008, it stated to fall. This kind of contraction of M&A market can weakencompanies’ competitiveness by obstructing them to concentrate on their core competence and furtherworsen national economy. Therefore, there has been a rising demand for institutional support tofacilitate M&A market. For companies, tax has been one of the key issues they have to watchcarefully for M&A. In other words, related tax laws must be clearly stipulated to promote businessM&As. Unfortunately, however, Korean tax laws are still unclear in many parts related to businessM&A. Even though the basis for M&A taxation systems has recently been significantly improvedthrough comprehensive amendment, there still are many provisions that should be adjusted. Forexample, even though triangular merger, one of the most widely used merger structures in the U.S.,was permitted, it still has many unclear parts. Therefore, this study attempted to review the conceptof the triangular merger and general taxations on merger, study tax issues related with treasury stockwhich contains the highest uncertainty regarding to the taxation on the triangular merger and comeup with the improvement plan. In addition, because there might be unfair practices to escape taxliability through the triangular merger using tax heaven, this study explained a possibility of this kindof tax avoidance through case studies and researched restriction rules to prevent these ill-intendedpractices.