우리나라 기업의 M&A에 관한 연구

Abstract

This study examined M&A strategies on the basis of the case studies on five successful cases and five unsuccessful cases in the existing Korean M&A cases. Successful cases of M&A in the case studies are as follows; First, it was the case of the Hannong company absorbed by the Dongbu Group. In fact, from the beginning, the Hannong had the fundamental weakness that the 1th major shareholder and the 2nd major shareholder owned almost equal quota(stocks) (24.8% to 24.5%). Under such situation, the 2nd major shareholder agreed to his quota to transfer the Dongbu Group. The Dongbu Group undertook easily the Hannong's the right of management by guaranteeing previously 18.3% of the Hannong stocks with banking special money intrust and taking over the 2nd major shareholder's quota. Second, it was the case that the New Start Trading and the Savoy Hotel struggled for the right of management, which is the first case since a new securities exchange act, the mandatory take over banking system was enforced. At that time, the existing heavy shareholders of the New Start Trading took legal action, as means to protect their rights of management against in-market quota acquisition and take over banking declaration by the Savoy Hotel and the 3rd major shareholder, Lim Seong-hun suggested it was joint holding quota with the Savoy Hotel. Third, it was the case that the Sung Won Corporation undertook the DEAHAN INVESTMENT FINANCE, which was evaluated as friendly M&A by agreement with heavy shareholders. However, its trouble resulted from absence of management transparency and lack of morality that the heavy shareholders had gathered private wealth through the enterprise. In addition, it can be recorded as a remarkable issue in M&A history that the Sung Won Corporation selected the LBO of methods to guarantee funds for M&A. Fourth, it was the case that the Shinwon Group merged JEIL PRODUCTS. In the case of JELL PRODUCTS, although it was similar case to the Hannong in the aspect that the 1st major shareholder and the 2nd shareholder possessed almost same quota (26.4% to 26.0%), the 2nd shareholder deprived the 1st shareholder's right of management by winning the Shinwon's executives who had been familar with him over to his side, while in the case the Hannong, the 2nd shareholder sold all his holding quota over to other enterprise. Consequently, the Shinwon occupied simply the 1st major shareholder, since it bought 20.3% of the JE1L PRODUCTS stocks through over the counter market and the 1st major shareholder of the JELL PRODUCTS, who concluded that it would be impossible to protect the right of management, assigned even all his quotas. Finally, it is the case that the Hansol Paper bought up the Donghae Investment Bank in public, which the right of management was transferred easily to the Hansol Paper by positive absence of the heavy shareholders in Donghae Investment Bank. Although this success might be evaluated as the result that the Hansol Paper had performed carefully advance preparations based on the firm financial capacity, it was the inevitable product resulting from legal incorrectness that disguised-distribution quota within the Donghae Investment Bank corresponded to violation of the real-name transaction law. On the other hand, unsuccessful cases of M&A are as follows; First, it was the cases of struggles for the right of management between the 1st major shareholder and the 2nd major shareholder, including the Hanwha Investment Bank M&A attempt by Park Ui-song and the Daegu Investment Bank M&A attempt by the Taeil Precision. In the case of the Hanwha Investment Bank M&A attempt by Park Ui-song, the 2nd major shareholder associated with the third party challenged to the 1st major shareholder's right of management, various M&A methods such as several lawsuits and struggles for the commission were used and consequently, the 1st major shareholder, the Hanwha Gruop succeed in protecting the right of management by issuing privately placed CB of 40 billion won. Second, it was the case of KIA Motors Corporation M&A attempt by Samsung Group. In this case, such attempt by Samsung ended in failure by countermeasures including buying self-stock, applying so-called white knight with friendly groups, appealing to public opinions with IR and issuing optional. foreign securities. Third, it was the case of the Kyung Nam Energy take over banking attempt by Wonjin, which the existing partner, GAWON used Daewoong Pharm as white knight, for that reason, the stock prices maintained more than the take over banking price and after all, Wonjin was unsuccessful in the M&A. Fourth, the QNIX Computer's attempt for the Bumhan Precision Machine M&A by take over banking met with failure. This has been regarded as a representative case showing difficulties in legally planed M&A. The Bumhan Precision Machine made the stock prices higher than the take over banking price by attempting reverse take over banking at more expensive price against the take over banking attempt by the QNIX Computer and consequently, the M&A attempt was frustrated. Finally, as the local residents protested against the take over banking by Taeil Precision for the right of management of the Daegu Investment Bank by buying collectively the stocks, the M&A attempt was unsuccessful. Analyzing the above-mentioned successful and unsuccessful cases of M&A in Korea, most M&A subjects were `companies with internal troubles' or `companies with low fraternal share'. law-abiding various attacking strategies as well as intensive prearrangement are required for successful M&A. It is expected that this study will contribute to understanding the existing Korean M&A and deducing suggestions for enterprise M&A strategies to cope efficiently with the rapidly changing enterprise environment by analyzing representative cases of M&A incurred in Korea. However, since owing to features of M&A trading, it was difficult to get the detailed related information and the actual cases of M&A were also insufficient until now, this study had a limitation to achieve the overall analysis. In future studies, discussion on this field should be continued through more abundant cases.