이해관계자 지배구조의 부상에 따른 적대적 M&A 방어수단에 대한 적법성 판단기준의 재해석-미국 델라웨어주 법원의 Williams 및 Coster 판결을 중심으로- = Reinterpretation of Standards of Judicial Review for Hostile Takeover Defenses amid the Rise of Stakeholder Governance-Focusing on Delaware Courts’ Decisions in Williams and Coster-

다국어 초록 (Multilingual Abstract)

The recent rise of stakeholder governance in corporate law has sparked active debates surrounding ESG, corporate purpose, diversity, and public benefit corporations. However, corresponding legislative reforms have been slow to materialize. Against this backdrop, two decisions by Delaware courts in the early 2020s mark a significant shift in the traditional standards of judicial review for board actions taken in response to hostile takeover attempts. These cases are understood to have fundamentally redefined the role of the landmark case Unocal Corp. v. Mesa Petroleum Co. (hereinafter “Unocal”).
The first key development is the effective absorption of the Blasius Industries, Inc. v. Atlas Corp. (hereinafter “Blasius”) standard—originally applied to board actions that interfere with shareholder voting rights—into the Unocal framework. This unification resolves longstanding uncertainty over the relationship between the two standards and subjects such board actions to review under the more structured Unocal test. The second development lies in the narrowing interpretation of the Unocal requirements, which increases the likelihood that defensive measures—particularly those impacting corporate governance, such as poison pills—will fail to withstand judicial scrutiny.
This article examines the evolution of corporate governance discourse and the corresponding role of defensive measures, with a particular focus on poison pills. It then analyzes standards of judicial review developed by Delaware courts, especially in light of In re Williams Companies Stockholder Litigation and Coster v. UIP Companies Inc.. By closely exploring the reconfiguration of the Unocal standard through the integration of Blasius, this article seeks to assess the implications of a more rigorous scrutiny and contribute to the development of legal doctrine in Korea for addressing similar cases.