삼각합병과 삼각주식교환의 법률관계에 관한 연구

As contrasted with typical two-party merger, a triangular merger is a merger between three parties. In a triangular merger, consideration for stock of target corporation is given stock of a parent corporation instead of stock of subsidiary of parent corporation. The standard two-party merger transaction between acquiring corporation and target corporation may result substantial problems. First, acquiring corporation becomes automatically liable for all debts of target corporation. Second, acquiring corporation and target corporation must obtain shareholder approval to effectuate merger. When acquiring corporation is publicly-held, it may be expensive and troublesome to obtain the necessary approval of its shareholders. Finally, both corporations face possible exposure for dissenting shareholder claims. To avoid these problems, corporation may use a wholly-owned subsidiary of the acquiring corporation to effect forward triangular merger. Reverse triangular merger involves same acquiring parent and same target corporation as in forward triangular merger, but it is used in situations in which it is desirable for target to survive and continue to hold its own properties. Such a situation could happen, for instance, when target corporation may hold a non-assignable franchise, long-term lease, trademarks, or other valuable contract rights that cannot be transferred without third-party approval. Moreover, state or federal regulatory requirements may require preservation of the existing corporate identity of target. As a result of these considerations, reverse triangular merger is commonly used in acquisitions involving banks, insurance companies and other highly regulated industries. In order to complete merger, a parent corporation forms a new subsidiary, which is merged into target corporation. Under merger agreement, former target shareholders receive share of a parent corporation in exchange for their share of target corporation and parent corporation becomes the sole shareholder of target. Comprehensive share exchange is a contract between a subsidiary of a parent corporation and a target corporation. All the share of parent corporation owned by subsidiary of a parent corporation should be exchanged with all the share owned by shareholder of a target corporation according to contract. As a result of comprehensive share exchange, a shareholder of a target corporation will change into a shareholder of a parent corporation and a subsidairy of a parent corporation will be sole shareholder of a target corporation. In this research paper, Some disputed points from triangular merger and comprehensive share exchange were reviewed according to category of triangular merger and share exchange.