기업활력제고특별법(안)상 사업재편을 위한 법정책적 고찰 - 일본 산업경쟁력강화법과의 비교를 중심으로 -

Recently, the growth engine of the Korean companies have been weakened. One alternative to overcome the difficulties of such economic, in order to improve the competitiveness, is going to want to establish a Corporate Vitality Improvement Special Act. Corporate Vitality Improvement Special Act is something to be removed the problems such as Commercial Code or the Fair Trade Act around the mergers and acquisitions for the restructuring of all times and preventive companies. Also, it's the Act to try to provide and benefit of tax with respect to the company. After all, the purpose of Corporate Vitality Improvement Special Act is try to help to facilitate the restructuring of the company. When the Corporate Vitality Improvement Special Act draft to try compared with the industrial competitiveness Enhancement Act of Japan, is quite weak meaning of as an incentive system for the restructuring of the industry. First, it is associated with the support subject to the restructuring plan, Industrial Competitiveness Enhancement Act of Japan are to be applied to a business that satisfies the approval of requirements, including the unhealthy companies. Corporate Vitality Improvement Special Act draft, compared to this, admits only for the business in the excess supply structure industry. In other words, unhealthy companies are excluded from the subject. In support period, Industrial Competitiveness Enhancement Act of Japan is adapted to support over the long term than Corporate Vitality Improvement Special Act draft. Also, in Japan's Industrial Competitiveness Enhancement Act defines a special provision that has been associated with the tax system and financial support in detail. Draft of Corporate Vitality Improvement Special Act is not provided with the specific provisions for this. There is a need for improvement in order to take advantage of the legislative intent of the special act aimed at improvement of strengthening corporate competitiveness that has to deal with changes in the international environment. As a system aimed at institutional improvement of the restructuring, but easing one of the system that has been argued strongly in the economic world of stock acquisition claim rights system. In other words, the stock acquisition right to claim the opposite shareholders minority, have been operational and is designed as essential institutions in order to protect the interests of shareholders in a conventional mergers and acquisitions. However, there is a blank sheet of been the case last year by the merger of Samsung Heavy Industries and Samsung Engineering from South Korea stock acquisition right to claim the exercise. In the United States admits only the stock acquisition right to claim in principle to non-listed shares. For a stock that has a listed shares such as marketability, they have a plan to eliminate the stock acquisition right to claim. I think, it is considered that it is sufficient to grant stock acquisition right to claim to be restricted to cases where stock prices are not formed properly in the stock market. There is a need to consider from value neutral position for grantees of stock acquisition right to claim.