우리나라의 공개매수제도에 관한 연혁적 검토

M&A is a kind of composite word 'Merger and Acquisition'. The meaning of M&A is generally understood collective transaction for acquisition of target company's control. There are a lot of acts related with M&A in legislative system of Korea. Among acts related with M&A Commercial Act and Financial Investment Services and Capital Markets Act(FISCMA) are so important source for M&A. Generally five sorts of method are considered in Merger And Acquisition area. One of them is Tender Offer that means to make an offer to a multiple number of unspecified people to purchase voting stocks or to invite them to sell such stocks and purchase them outside the securities exchange(Article 133 (Subject Matters of Public Tender Offer) of FISCMA). Tender Offer has positive effect in taking many stocks at a short period and not binding 5% rule in security market. A law mainly related with Tender Offer is changed from Securities and Exchange Act(SEA) to Financial Investment Services and Capital Markets Act. Key Words Tender Offer, M&A, Mandatory Offer, Right of Sell-out, Cash-out MergerBecause much parts of contents are alike between SEA and FISCMA, I address here some legal problems about Tender Offer in FISCMA with historical research of SEA. Historical Research will assists to find legal problems related to Tender Offer of FISMA in legislative system of Korea.