기업인수목적회사(SPAC)와 투자자 보호를 위한 법적 논의

The Special Purpose Acquisition Company (SPAC), introduced through the 2009 amendment to the Capital Markets Act, is a company established solely for the purpose of raising funds from investors through an IPO and subsequently acquiring or merging with another private company. As an alternative to traditional IPOs, SPACs provide companies with a fast and cost-efficient means of going public while offering investors opportunities to invest in promising businesses. However, due to the structural characteristics of SPACs, issues such as insufficient disclosure, inadequate due diligence, and poor post-merger company performance may arise, making investor protection a key concern. This study examines the fiduciary duties and duty of loyalty of SPAC directors and sponsors, focusing on their legal responsibilities in relation to investor protection. Under traditional corporate law, directors' duties are primarily owed to the company itself; however, recent amendments have proposed strengthening shareholder protection. Accordingly, it is necessary to clarify the legal liabilities of SPAC directors and sponsors when their decisions during the merger process infringe upon investor interests. Additionally, this study analyzes the issue of misleading disclosures in SPAC prospectuses and discusses the need to strengthen the legal accountability of financial advisors involved in SPAC transactions. To enhance investor protection in SPACs, this study proposes reinforcing investor protection obligations, clarifying the roles of key stakeholders, strengthening disclosure requirements, and enhancing the oversight roles of financial authorities and regulatory agencies. However, further in-depth research is required regarding conflict-of-interest prevention mechanisms and regulatory measures related to corporate mergers. To ensure that the SPAC system contributes to both capital market development and investor protection, continuous discussions on the direction of future regulations are necessary.