의무공개매수제도와 소수주주의 권리 보호

The UK operates a mandatory offer system in order to protect minority shareholders through a fair distribution of management premiums in a situation where the dominance of the company is changing. The mandatory offer rule in the UK is applied when a person holds more than 30% of the voting rights of the target company or a person who holds more than 30% and less than 50% of the voting rights. If either of the two requirements is met, an offer of a mandatory offer must be made to all remaining shares. In this case, the purchase price should be higher than or equal to the highest price paid while buying stocks for 12 months immediately before the tender offer period. The mandatory offer must be made for all of the remaining shares, but the final acceptance need not be made for all remaining shares. This mandatory offer system allows shareholders to be equitably distributed to all shareholders by restricting the sale of stocks held by minority shareholders at undervalued prices during the tender offer period. The mandatory offer cause the burden of funds to increase and inhibit the acquisition of the enterprise indiscreetly. However, the Korean Capital Market Act does not have any rule on the mandatory offer. It is necessary to consider introducing a UK-based mandatory offer rule to Korea, which alleviates conflicts of interest between controlling shareholders and minority shareholders, and encourages the tender offer to be more carefully selected due to the increase in the purchase size.