정관규정을 이용한 적대적 M&A에 대한 방어 - 2008년도 상장회사의 실태에 대한 분석 및 평가를 중심으로 - = A Critical Look at Shark Repellent Measures Undertaken by Korean Listed Corporations

다국어 초록 (Multilingual Abstract)

The term “shark repellent” is defined as a number of measures undertaken by a target corporation to ward off or discourage unwanted or hostile takeover attempts. Many Korean listed corporations have made special amendments to their charters of which main purposes are to make the takeover less attractive or profitable to the acquisitive firm. Typical examples of these antitakeover measures include a super-majority voting provision, golden parachutes, staggered election ward off or discourage unwanted or hostile takeover attempts. Many Korean listed corporations have made special amendments to their charters of which main purposes are to make the takeover less attractive or profitable to the acquisitive firm. Typical examples of these antitakeover measures include a super-majority voting provision, golden parachutes, staggered election of directors, and certain working experience required to be elected as directors.
The strategy which requires a vote that is substantially higher than that required by the Commercial Code may make it more difficult for a proposition such as a change of status or the acceptance of a hostile takeover bid to succeed. However, it enables minority shareholders to squeeze majority shareholders out. While golden parachute may function as a heavy burden on the acquisitive firm, they may benefit corporate directors more than the shareholders since they may damage the corporation's financial position. Where there is a upper limit on the number of directors, staggered election of directors works as a efficient defensive strategy. A charter provision which requires directoral candidates to have working experience for some years in the target corporation may deter the corporate raiders from removing all incumbent directors in a short time.of directors, and certain working experience required to be elected as directors.
The strategy which requires a vote that is substantially higher than that required by the Commercial Code may make it more difficult for a proposition such as a change of status or the acceptance of a hostile takeover bid to succeed. However, it enables minority shareholders to squeeze majority shareholders out. While golden parachute may function as a heavy burden on the acquisitive firm, they may benefit corporate directors more than the shareholders since they may damage the corporation's financial position. Where there is a upper limit on the number of directors, staggered election of directors works as a efficient defensive strategy. A charter provision which requires directoral candidates to have working experience for some years in the target corporation may deter the corporate raiders from removing all incumbent directors in a short time.

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