지주회사체제 전환을 위한 자기주식 사용에 관한 사례연구

This case study examines how treasury stock is used in the transition to a holding company structure for the purpose of increasing the controlling shareholders’ ownership. This study focuses on the case of Orion’s transition to a holding company structure. Orion(old) was split into Orion Holdings and Orion(new) through a spin-off. Then, a paid-in capital increase was carried out for Orion(new) through the in-kind investment method. As a result, the controlling shareholders’ stake in Orion Holdings increased from 32.38% to 66.44%. In addition, Orion Holdings took a 37.38% stake in Orion, the operating subsidiary. By transitioning to a holding company structure, the controlling shareholder’s control over the holding company and its subsidiary was increased without additional funding. Treasury stock held by Orion during the transition to a holding company structure plays an important role in increasing the controlling shareholders’ ownership. This study examines the difference between the accounting standards and commercial law on the treatment of treasury stock and discusses the pros and cons of bills related to treasury stock. This study suggests that considering the effect of accounting treatments and related laws together helps understand the motives behind treasury stock and other equity transactions.