영국의 “City Code”와 “Panel 시스템”에 관한 연구 = The Study on “City Code” and “Panel System” in U.K

다국어 초록 (Multilingual Abstract)

In M&A context, there is the conflict of interests among the stakeholders in the bidder company and target company. Regardless of hostile takeover (or not), the extreme conflict of interests exists. The M&A legislation is developing in light of the fairness of the market economy and the adjustment of the interests between the stakeholders. The development of the M&A law, including Korea, which many countries rebuild, has focused on the interests of shareholders, maintenance of the management and the transparency of the control market. The U.K. has the regulating system of M&A and those are very characteristic, different from them of Korea because of the difference in the environment of companies. Especially, This character impacts on the EU takeover directives and is appreciated highly. The U.K. M&A law can provide many countries including Korea with the Implications and good models. In the U.K., the executive of panel committee decide the M&A context in accordance of practices quickly and save the time and costs of litigation. That is the big merits of the panel system in the U.K. In relation to the M&A regulation, the U.K. enforces Companies Act 2006, Financial Services and Markets Act 2000, The Fair Trading Act. And then, The Panel on Takeovers and Mergers, the self-regulation organization, has settled all the problems of M&A and actually the City Code of Takeovers and Mergers stipulate the norms and the standards of conduct in board. That is applied preferentially. This City Code is self-regulation, but has the enforcement. And panel system in City Code, as the settlement body, has the independence and neutrality, which provides Korea with many implications. Also, the City Code has the important significance, in that internationally the elastic regulation and the strong enforcement is very important in the sector of companies, finance, securities. In Global situations, it is remarkable that City Code has the flexible interpretation and the maintenance of the enforcement in connection of the statutory basis. And the optimal tuning of panel system by the minimization of the conflict of interests between stakeholders has the function of regulation and adjustment. From now on, the panel committee regarded as the optimal system is, regardless of the adoption of the system in Korea, appreciated highly from the perspective of the efficiency and reasonableness. When not only Korea but also many countries make efforts to rebuild the M&A law, the City Code and the panel system, the character of the U.K. M&A law, can not be depreciated.

참고문헌 (Reference)

1 경제개혁연대, "영국의 의무공개매수제도와 이사회 중립" 경제개혁연대 2010

2 노혁준, "경영권 이전에 관한 몇 가지 쟁점: 공개매수에 관한 EU의 제13지침과 그 시사점" 법학연구소 48 (48): 260-313, 2007

3 英国Ｍ＆Ａ制度研究会, "英国Ｍ＆Ａ制度研究会報告書" 日本証券経済研究所 2009

4 野田 博, "コーポレート・ガバナンスにおける法と社会規範についての一考察" (1) : 2005

5 原弘 明, "イギリスM＆A法制の素描と日本法への示唆" (94) : 2007

6 "The Takeovers Directive (Interim Implementation) Regulations 2006"

7 Freshfields Bruckhaus Deringer, "The City Code on Takeovers and Mergers - Introduction"

8 The Takeover Panel, "The City Code on Takeovers and Mergers"

9 NOTE, "Propriety of Judicial Deference to Corporate Boards of Director" 96 : 1894-, 1983

10 Brian E. Rosenzweig, "Private versus Public Regulation : A Comparative Analysis of British and American Takeover Controls" 18 : 2007

11 John Armour, "Private Enforcement of Corporate Law : An Empirical Comparison of the US and UK" 6 : 2009

12 Thomas Papadopoulos, "Legal Aspects of the Breakthrough Rule of the European Takeover Bid Directive" Icfai Books, Icfai University Press 2008

13 Department for Business, "Innovation and Skills (BIS), Implementation of the EU Directive on Takeover Bids - Guidance on changes to the rules on company takeovers"

14 Melvin A. Eisenberg, "Facilitation and Regulation - The Architecture of American Corporate Law" 2 : 167-, 2005

15 경제개혁연대, "EU의 경영권 방어수단 현황 및 그 함의" 경제개혁연대 2008

16 EU, "EU Directive 2004/25/EC"