주주 행동주의와 경영권 방어: 미국 사례와 포이즌 필을 중심으로

Shareholder activism has been gaining strong momentum in various countries recently. In Korea as well, shareholder activism has been developing dramatically. At this juncture, it is necessary to reexamine shareholder activism and the corresponding management defense systems in the United States. This article explains and analyzes recent shareholder activism in the United States and introduces significant cases related to shareholder activism and poison pills—(i) Versata v. Selectica (Del. 2010), (ii) Third Point LLC v. Ruprecht (Del. Ch. 2014), and (iii) The Williams Companies Stockholder Litigation (Del. Ch. 2021)—and analyzes their implications. Additionally, it analyzes the significance of the Blasius standard in relation to shareholder activism. Meanwhile, in the United States, target companies take defensive measures based on poison pills against hostile takeover attempts based on shareholder activism. The poison pills that appear in the three aforementioned court decisions (i.e., (1), (ii), and (iii)) each have their own characteristics. The Selectica case involves an NOL poison pill, the Third Point case involves a two-tiered poison pill, and the Williams Companies case involves a 5% poison pill for a one-year moratorium against hypothetical and potential activist threats. This article provides explanations and analyses of these three different types of poison pills in these court decisions. Finally, this article discusses the implications of the U.S. shareholder activism and takeover defense in the Korean context.