M&A에 있어서 부의 부당한 이전의 합리적 통제방안

According to the statistical studies, M&As both produce and transfer wealth and spread unevenly among various participants, and shareholders of target companies have received the largest gains. But a number of commentators have advanced theoretical bases for the claim that takeovers are detrimental or disadvantaged to non-shareholder corporate constituents(other stakeholders or non-participants) such as employees, debt holders, consumers etc.. If unfair M&A transactions can’t be controlled by efficient legal normative rules, such conflicts of interest would be significantly increased. In leading countries like the U.S, England, European countries and Japan, legal systems to effectively control such unfair transfer of wealth have long been operating, even though they have some differences in the method of legal control. But, Korean existing legal systems like company law, capital market law etc. are inadequate to deal with these problems. Such a status is so far away from the globally general legislative trends. This paper analyses some critical issues on the wealth transfer in the merger, freezing-out merger, sale of controlling shares, compulsory purchase after tender offer, leveraged buy-out and M&A defense system in legal comparative perspective, and also suggests the reasonable legislative recommendations for controlling unfair transfer of wealth both between participants and between participants and non-participants.