적대적 M&A 방어행위와 탐정의 역할에 관한 고찰

In the case of hostile M&A, it is necessar y to share M&A market i n for mation i n order to prevent sit uations i n which i n for mation asymmetry problems may occur and to maintain a sound M&A market. If the company subject to M&A cannot grasp the exact information and access the actual information, it is very likely that the contract will occur as a disadvantageous contract for the contractor himself due to the nature of M&A. In the case of Korea, the cost of social conflict between information sharing and information use is considerable. In order to draw a social consensus that can use information for the purpose of preventing hostile M&A-related misconduct such as fraud and tax evasion, it is necessary to clearly recognize the social opportunity cost of information protection. In add ition, tr ust in in for mation ha nd ling method s or operating institutions should be preceded. To this end, it is necessary to establish a strong and leading integration strategy centered on related ministries in consideration of foreign cases and realistic conditions of Korea, and move toward active implementation and promotion. In this case, if a system for sharing information and utilizing information is established, it will be possible to produce very advantageous results in guaranteeing the interests of companies or shareholders by using specially trained detectives. If a system is established to utilize the detective’s information report based on the fact-finding investigation conducted directly on the site, it could play a role in creating a hostile M&A market transparently. It will be a way to effectively utilize the detective’s information report as a defense act of hostile M&A.