지배권주식 양도 시 의무공개매수 도입 논거에 대한 비판적 검토 - 금융위의 도입안을 중심으로 -

The rationale of the mandatory tender offer plan currently presented by the Financial Services Commission are: ① ʻʻcomparison with mergersʼʼ to the effect that stock transfer M&As are much more numerous than mergers, but there are almost no regulations, so they need to be regulated; ② ʻʻComparative approach with foreign countriesʼʼ to the effect that since developed countries except the United States are introducing it, we should also introduce it, ③ʻʻalternative approach to duty of loyaltyʼʼ to the effect that unlike the United States, the duty of loyalty to shareholders is not recognized and predatory M&A cannot be prevented due to an inadequate litigation system, so the mandatory tender offers are necessary. The comparison with mergers excludes transactions between affiliates, so there are errors in the statistical figures, and there are several questions about the content from a legal and practical perspective. In the comparison section with foreign countries and the duty of loyalty, there is a problem in that the concept of the duty of loyalty to shareholders is narrowly understood and then established as an optional relationship with the mandatory tender offer.