전환사채 및 신종자본증권의 실무적 이용과 문제점 - HMM의 신종자본증권 발행 및 인수자의 전환권 행사를 중심으로 -

In modern capital markets, corporate financing methods have diversified beyond traditional equity and debt instruments to include convertible bonds (CBs), bonds with warrants (BWs), and, more recently, perpetual bonds, also known as hybrid capital securities. Perpetual bonds, characterized by their indefinite maturity and potential classification as equity under accounting standards, offer issuers a means to strengthen their capital base without immediate repayment obligations. This study examines the features and advantages of perpetual bonds over CBs and BWs, focusing on their structural and financial distinctions. Using HMM, a publicly listed South Korean shipping company, as a case study, the research explores the practical application of perpetual bonds in corporate financing. HMM's issuance of perpetual bonds, backed by policy financial institutions like the Korea Development Bank, serves as a pertinent example of how such instruments can be utilized to stabilize corporate finances and manage shareholder dilution risks. The paper also delves into the legal and regulatory considerations associated with these instruments, including their inclusion in the total number of shares authorized in corporate charters, the conditions under which issuance below par value is permissible, and the overhang risks associated with potential equity conversion. Additionally, the study addresses the role of policy financial institutions in supporting strategic industries, analyzing the implications of their investment decisions on minority shareholders and the broader market. This research aims to provide insights into the evolving landscape of corporate financing in South Korea, offering a comparative analysis of perpetual bonds, CBs, and BWs, and discussing the balance between public policy objectives and private shareholder interests.