기업 경영권 시장과 헤지펀드
The Market for Corporate Control and Hedge Fund Activism in Korea

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서울대학교 법학연구소
법학, Vol.48 No.1, pp. 236-279
경영권헤지펀드위임장 경쟁Proxy ContestShareholders MeetingCorporate Control주주총회Hedge FundM&A
The year 2006 opened the new era of the market for corporate control in

Korea. Carl Icahn and his hedge fund allies surprise attack on KT&G in early

2006 reignited policy discussions in respect of the market for corporate control

and takeover defenses. According to the liberalist economists, a hostile takeover

attempt puts a rein on directors and managers, thereby serving as an effective

external controlling mechanism. The Korean government has been subscribing to

the proposition and diligently pursuing legislative measures to vitalize the market

for corporate control. The need for takeover defensive mechanisms as demanded

by large companies was exaggerated. Liberalists view that Korean companies that

belong to large corporate groups are already free from any hostile takeover

attempts because the recourse is available for them through the means of circular

shareholdings and complicated ownership structure. They also argue that KT&G

became the target of Carl Icahn and the hedge fund because its dispersed

ownership with professional management and because it did not belong to a

large business conglomerate. The threat imposed on KT&G in the end benefited

the shareholders and other interest parties and increased the value of the

company and the social welfare, as well.

In view of the on-going discussions, this article analyzes KT&Gs fight against

Carl Icahn and his allies. This article, in particular, focuses on the role of

takeovers in the improvement of the corporate governance of Korean companies

as exemplified by the KT&G case and other recent takeover cases. Also, this...
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College of Law/Law School (법과대학/대학원)The Law Research Institute (법학연구소) 법학법학 Volume 48, Number 1/4 (2007)
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