‘방어적 주식’에 대한 소고(小考) - 방어수단 및 기업유형별 도입을 중심으로 -

‘Revision of Commercial code 2012’ introduced the ‘Five classes of share’. Among these types of shares, which can be used as a defense against managementrights from hostile M&As, are expected to include classes of share with regard tovoting rights restrictions, classes of share with respect to redemption and classes ofconvertible shares. Although classes of share have been introduced, there has been nocase of them being used as a defense against hostile M&As. Classes of share onvoting rights are expected to be highly utilized as a defense mechanism, but shareson the class of redemption are incomplete. For example, classes of share should beaggregated into various types of shares that will be used as a defense mechanism,but there are a number of restrictions when it comes to the class of redemption. Because the number of shares that can be redeemed is limited, the utilization isexpected to be low. Several major countries (such as the United States, Britain, Japan, France, etc.)have introduced various classes of share to raise funds for their enterprises, andabove all, these classes of share have played an effective role in defending themanagement control of the enterprises. Therefore, Korean companies are in a verylimited environment in the defense mechanism of management rights. Thus, it wasthe right time to reconsider the introduction of defensive share in a more diverseform than those introduced in the current commercial law to enhance the rapidlychanging global economy and international competitiveness. By checking thecharacteristics of various defensive share needed to defend management rights in thefuture, and by reviewing the introduction tasks for each type of business, I am goingto try to derive the expected effects to find a suitable environment for business.