현행 합병비율 산출 방법의 문제점과 개선방안에 대한 연구 : 사례연구를 중심으로

In Korea, listed and unlisted companies calculate ratios of merger differently according to related regulations (Capital Market Consolidation Act, Inheritance Tax and Gift Tax Act and Securities Issuance and Disclosure Regulations). To be specific, a listed company calculates a ratio of merger based on the average stock price of monthly, weekly and daily closing price before the date of board resolution approving merger or merger agreement. Thus, it can be controversial whether the stock price completely reflects the company's fundamental value, and there is no possibility of share price distortion for management of ratio of merger. On the other hand, an unlisted company does not have share price, so the company calculates the ratio of merger based on the intrinsic value which is weighted average of asset and profit value. However, the basis for assigning weights to asset and profit value (1:1.5) is not clear, and they may not consider industry or company characteristics. Furthermore, the profit value, evaluated by the discounted cash flow method, may be distorted because of lots of assumptions for using the method. Thus, we examine regulations related to the calculation of the ratio of merger, and analyze this issue with recent merger cases. This study presents authorities and regulators with problems with calculating the ratio of merger and practical ways to solve the problems. Also, this study may help information users be aware of the problems and make informed decisions.