우회상장 규제의 역사와 현황 및 개선방안

This paper outlines the decades history of backdoor listing and presents the contents, problems, and proposals for betterment of the current system. The point is that it is necessary to promote corporate restructuring and business expansion by easing the current strict backdoor listing regulation that almost blocks the opportunity for reverse mergers, thereby promoting sound M & A. To this end, the proposal for mitigating the current regulations is to first change the regulatory paradigm from preliminary screening and post-listing to pre-listing and post-monitoring. In other words, it will ease the current backdoor listing requirements considerably and make it easier to enter the market, but seek to prevent the unhealthiness of listed companies through strict monitoring. Second is the easing of qualitative screening. A good company with certain requirements and a non-listed company with good governance and internal control are exempt from the continuity requirement in the qualitative examination. Third, to improve the SPAC system, to resolve the problems caused by the SPAC becoming a surviving company in the merger, and to make the same case of backdoor listing through SPAC and normal listing. To complement the existing regulations requires first, strengthening the inclusive definition for various backdoor listing types to ensure effectiveness and predictability. Second, cross-transactions by insiders using non-public information related to backdoor listings are not regulated under the current Capital Market Act, so the Act needs to be amended.