상호주를 통한 경영권 방어 - 전략의 유효성, 코리아 디스카운트 해소 가능성을 중심으로 -

Restriction of Young Poongʼs voting rights at Korea Zincʼs Extraordinary General Meeting on 23rd January 2025 appears to have fully complied with Korea Commercial Act (KCA). This restriction is due to restriction of voting rights in case of cross-shareholdings as per KCA Article 369 Clause 3. There has been a debate whether the call-off date for deciding whether there is a cross-shareholding should be the record date or the actual date of the General Meeting, but considering the need to shut out concerns regarding avoidance of cross-shareholdings restrictions and the mandatory nature of voting restrictions in case of cross-shareholdings, it makes sense to use the actual date of the General Meeting as the call-off date. There is no reason not to apply cross-shareholding voting restrictions just because the subsidiary involved is a foreign corporate entity. Furthermore, there is nothing unjust just from the fact that the majority shareholderʼs voting rights get restricted due to this rule. Restriction of voting rights in case of cross-shareholdings as a method of hostile takeover defence may be a one-off strategy, but its effect may be enough to provide sound defence for 2-3 years if combined with appropriate special resolutions. The existence and the value of this strategy may lead corporate conglomerates to deal with discounts (reduce them) in the market capitalisation value of their holding companies, which may lead to an alleviation of the ʻKorea Discountʼ affecting the Korean capital market.