지원사업
학술연구/단체지원/교육 등 연구자 활동을 지속하도록 DBpia가 지원하고 있어요.
커뮤니티
연구자들이 자신의 연구와 전문성을 널리 알리고, 새로운 협력의 기회를 만들 수 있는 네트워킹 공간이에요.
초록· 키워드
오류제보하기
Takeovers can reduce agency costs and generate synergy effects, so that they in principle should not be subjected to regulation. However, proper control on takeovers is necessary because shareholders of target companies can be exploited in the takeover process.
The Directive on Takeover Bids of European Union as well as Korean Securities Exchange Act has provisions, according to which appropriate information should be given to shareholders of the target company in the takeover bids process. These provisions protect shareholders from making hasty decisions to tender their shares and prevent distortion of securities markets caused by information asymmetry.
In order to protect the interests of shareholders of the target company, both EU directive and korean law have provisions, which provide that all shareholders of the target company should be afforded equivalent treatment and be given minimum time for the acceptance of a takeover bid. Furthermore, EU directive gives the right of sell-out to remaining shareholders after a successful bid.
EU directive adopted the mandatory bid. Where a person tries to hold shares of a company which give him/her control of that company, such a person is required to make a bid. The mandatory bid is designed as a means of protecting the minority shareholders of the target company. However, it excessively raises takeover costs and hinders takeovers which can increase economic efficiencies, so that its adoption in EU directive is to be criticized.
According to EU directive the board of directors of the target company should obtain the prior authorization of the general meeting of shareholders before taking any action which may result in the frustration of the bid. If the board of the target company is allowed to take defensive actions against hostile takeovers, competing bids can be facilitated and shareholders will be well protected. However, thereby the possibility of interest conflict between shareholders and directors increases. Therefore it is to be praised for EU directive to leave the decision on taking defensive actions not to the board but to the general meeting of shareholders.
The Directive on Takeover Bids of European Union as well as Korean Securities Exchange Act has provisions, according to which appropriate information should be given to shareholders of the target company in the takeover bids process. These provisions protect shareholders from making hasty decisions to tender their shares and prevent distortion of securities markets caused by information asymmetry.
In order to protect the interests of shareholders of the target company, both EU directive and korean law have provisions, which provide that all shareholders of the target company should be afforded equivalent treatment and be given minimum time for the acceptance of a takeover bid. Furthermore, EU directive gives the right of sell-out to remaining shareholders after a successful bid.
EU directive adopted the mandatory bid. Where a person tries to hold shares of a company which give him/her control of that company, such a person is required to make a bid. The mandatory bid is designed as a means of protecting the minority shareholders of the target company. However, it excessively raises takeover costs and hinders takeovers which can increase economic efficiencies, so that its adoption in EU directive is to be criticized.
According to EU directive the board of directors of the target company should obtain the prior authorization of the general meeting of shareholders before taking any action which may result in the frustration of the bid. If the board of the target company is allowed to take defensive actions against hostile takeovers, competing bids can be facilitated and shareholders will be well protected. However, thereby the possibility of interest conflict between shareholders and directors increases. Therefore it is to be praised for EU directive to leave the decision on taking defensive actions not to the board but to the general meeting of shareholders.
목차
Ⅰ. 서론
Ⅱ. 기업인수의 경제적 효과 및 그 규제의 필요성
Ⅲ. 유럽연합 공개매수 지침의 주요 내용
Ⅳ. 우리 법에의 시사점
Ⅴ. 결론
참고문헌
Abstract
참고문헌 (0)
참고문헌 신청함께 읽어보면 좋을 논문
논문 유사도에 따라 DBpia 가 추천하는 논문입니다. 함께 보면 좋을 연관 논문을 확인해보세요!
-
敵對的 M&A 法制의 考察
외법논집
2006 .01
-
Legal Regulation of Anti-takeover Authority of the Board of Directors of the Listed Companies
중국법연구
2019 .01
-
Why do Shareholders Allow Their Managers to be Gatekeepers in Corporate Control Contests?
한국증권학회지
2008 .12
-
기업의 인수？합병 －미국과 유럽연합의 M&A 관련 법제의 비교－
경영법률
2005 .01
-
M&A의 法理論과 法規制에 관한 考察
경영법률
2007 .01
-
중국증권법상 공개매수의 법적 규제
중국법연구
2011 .01
-
Standards of Judicial Review for the Target Board’s Fiduciary Duties in the U.S. : focused on the context of hostile takeovers
동아법학
2011 .11
-
公司反收购中的董事受信义务初探
경영법률
2010 .01
-
포이즌 필의 導入에 관한 立法論的 考察
기업법연구
2006 .06
-
DEFENSE STRATEGIES AGAINST THE HOSTILE TAKEOVER
국제거래와 법
2011 .12
-
기업매수방어책과 주주평등의 원칙
경영법률
2011 .01
-
중국회사법상 유한회사의 지분양도의 효력에 관한 제규정의 분석 및 평가
한양법학
2012 .02
-
敵對的 M&A에 있어서의 理事의 役割(理事의 行動基準)
기업법연구
2003 .09
-
지배주주의 권리와 책임
한양법학
2008 .06
-
적대적 M&A와 회사법개정
기업법연구
2006 .09
-
정관규정을 이용한 적대적 M&A에 대한 방어 - 2008년도 상장회사의 실태에 대한 분석 및 평가를 중심으로 -
경영법률
2008 .01
-
会社の支配権の争奪と主要目的ルール
동북아법연구
2010 .01
이 논문의 저자 정보
이 논문과 함께 이용한 논문
최근 본 자료
댓글(0)
0
UCI(KEPA) : I410-ECN-0101-2009-366-018058759