스팩(SPAC)의 성공적 합병을 위한 결정요인: 스폰서의 이해상충 vs. 협상력

A Special Purpose Acquisition Company (“SPAC”) is a paper company whose purpose is to acquire a privately held company. After being established by promoters, SPAC raises funds through an IPO. Then, they discover a privately held company with high profitability and growth and merge them. If SPAC succeeds in the merger, a privately held company is converted into a listed company. However, the legal personality of the SPAC remains, while those of a privately held company are extinguished. If the merger is not completed within the deadline (3 years), SPAC will liquidate after distributing the public offering funds to the shareholders. In the United States, the number of SPAC IPOs exploded in 2020, when the COVID-19 outbreak began in earnest. In Korea, interest in SPAC is increasing in the stock market, with soaring stock prices in the SPAC IPOs. Contrary to this reality, there is very little academic research. In early 2010, when SPAC was introduced in Korea, many SPACs failed to merge. For this reason, the sample of SPACs for statistical analysis was insufficient. However, since 2015, the number of SPAC IPOs and SPACs that completed the merger has increased rapidly. Therefore, a sufficient sample for the analysis has been secured. This study uses SPAC IPOs from 2010 to March 2022 as a sample. This study investigates the determinants of successful mergers with a target company through SPACs in Korea. As independent variables, we consider the characteristics of the SPAC IPO, the characteristics and experiences of sponsors such as promoters and underwriters, the ownership structure of the SPAC, and other institutional variables. Meanwhile, for the merger to be successful, the post-merger performance will need to improve. This is because, due to the incentive system of SPAC sponsors, who can reap huge profits if the merger is successful, there is a possibility that they will try unreasonable mergers with insolvent companies. Thus, we analyze which factors can affect the wealth of shareholders of SPACs, focusing on the merger announcement returns. Empirically, we find that the likelihood of mergers increases in SPACs where the largest shareholder participates as management and the underwriter has high ownership. This implies that the alignment of ownership and management in SPACs and underwriters’ economic incentives are important for successful mergers. Cumulative abnormal returns of mergers are highly observed in SPACs with the high ownership of sponsors, the low insider ownership of the target company, the low redemption of SPAC shareholders, the low financial quality of the target company, and the shorter period between IPOs and mergers. These results mean that the difference in bargaining power between SPACs and the target company affects the merger premium. We can conclude that the conflict of interest between sponsors and investors, which is often raised in the U.S. market, is not serious in Korea due to strict regulations and the concentrated ownership structure in the target company.