기업인수목적회사(SPAC) 제도의 개선과제 -소형화와 대상회사 고평가 문제를 중심으로-

SPACs are referred to as "special purpose acquisition companies" in our listing system. Among the various corporate merger methods recognized under the Commercial Code, Korea's SPAC system only allows listing through a merger with a target company. In Korea, SPACs have been listed since 2009, relatively earlier than in other countries except the United States, and the number of companies going public through mergers has been steadily increasing at a rate of more than 20 per year in recent years. For some reason, however, the size of SPACs has stuck around the $10 billion mark, making it a less viable listing vehicle for companies in need of larger capital. Of course, there are countries like Hong Kong that limit the size of SPACs to a certain level for the purpose of listing, but we don't limit the size of SPACs, so they have become uniformly smaller. Korean SPACs, which provide a new listing vehicle for shareholder-agreed mergers that is easier than existing listing vehicles, now need to expand the size of funds raised by each company. This paper explains that Korean SPACs have been miniaturized due to the adverse effects of the U.S. regulations that seek to eliminate information asymmetries and prevent unfair trade practices, such as the pre-negotiation and preliminary prohibitions on target companies and the requirement to designate the merger focus business line, and discusses how strengthening the sponsor's bargaining power over the target company is a solution that is directly linked to miniaturization and investor protection.