공개매수의 규제에 관한 연구

Abstract

Even though the tender offer in Korea was established in 1976, there were very few tender offer transactions, because of the basic ceiling of ten percent for individual ownership for listed korean companies that was abolished in April of 1997. In 1996, 1997 a number of Tender Offers were launched in the korean securities market and some of those were hostile Tender Offer. However, after korea's economic crisis in late 1997, the tender offer transactions were disappeared. Recently foreigner's hostile M&A against some leading companies like SK and Hyundai Elevator has been a social and economic issue in korean capital market since 2003. I think that Tender Offer will be sometimes made in the future. Because our economic power is depend on the foregin capital. Tender Offer is part of a takeover attempt. An offer for another company's shares is called friendly when it is approved by the managerment of the target company, hostile when it is not. Therefor Tender Offer is part of company law about the acquiring control of the other company, and is part of Securities law about the exchange for another company's shares, and is part of Bankruptcy law. Tender Offer is introduced under the Korean Securites Exchange Law. The bidder is usually referred to as the acquirer, and the other company is the target company. The bidder may offer to buy shares in the target company, or for a combination of the two. The bidder greatly increases its chances by publicly offering to buy a specified number of tendered shares during a specified period at the premium over prevailing market prices. Any Tender Offer for a public corporation's equity securities that would result in the bidder holding more that 5 percent of the target's equity securities is subject to both disclosure requirments and substantive rules govering the offer terms. Tender Offer regulation is meant to ensure that shareholders have sufficient information about the offer and adequate time to evaluate it, so they are not unfairly pressured into tendering their shares. But until 1968 no federal securities regulation applied to acquisition of a control block for cash, whether through open-market purchases or a tender in America. To plug this regulatory gap, Congress in 1968 passed the Williams Act-a set of amendments to the Securities Exchange Act of 1934- to regulate stock purchases that affect corporate control. thus tender offer system in the U.S. was introduced in 1960s and deployed excessive market activity that borne combined enterprises at that time and in 1980s the inefficient enterprises become object of hostility tender offer which have kept non-related multiplication. Tender Offer has been used as the most popular device for acquiring control of the other company. As a result courts and the academic world has endeavored to solve varies legal problems arising out of Tender Offer, so many case laws and theories have been accumulated. This article examines some problems on the Tender Offer regulations in the Korea Securities Exchange Act. espesially the scope of application of Tender Offer regulations, applicable securities, exceptions to the application of Tender Offer, and the Tender Offer procedure etc.