제일모직-삼성물산 합병의 재탐색

In 2015, Samsung C&T, the parent company of Samsung Group, was merged into Cheil Industries (former Samsung Everland) which was the de facto holding company of the conglomerate. Even though the proposed merger was eventually approved in shareholders’ meeting, the deal process provoked a lot of controversy from valuation issue to corporate governance mechanism in South Korea. Some shareholders of Samsung C&T including Elliott Management Corporation, an U.S. hedge fund, strongly criticized that the deal was unfair: The combination of Samsung C&T’s undervaluation and Cheil Industries’ overvaluation resulted in significant losses to Samsung C&T’s shareholders, while those losses extended benefits to Cheil Industries’ shareholders. We summarize the merger process between Cheil Industries and Samsung C&T, introducing critical issues such as management duties to protect shareholders’ interests and agency problems between controlling and minority shareholders. Also we compare the valuation results performed by Boards of Directors and International Shareholder Services, an influential advisory firm for shareholder votes, and calculate fundamental values using the residual operating income model. This paper contributes to understanding of M&A deal, valuation method, and agency problem.