• Venture DIGEST
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• s.131
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• pp.36-37
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• 2009

기업은 경영전략적, 영업전략적, 경제적, 재무적, 또는 그 외 여러 가지 이유로 M&A를 진행한다. 재무적 이유로 M&A를 진행하는 기업의 주주들은 자본이득을 얻을 수 있으며, 해당 기업은 자금조달을 충분히 할 수 있는 여력을 가지게 되기도 하고, 경우에 따라서는 조세절감효과를 얻기도 한다. M&A와 관련된 조세문제로 최근에 가장 크게 이슈화되었던 것은 "하나은행과 서울은행의 합병이 역합병에 해당되는지"였던 것으로 기억된다. 국세청에서는 두 은행사이의 합병을 역합병으로 보아 무려 1조 7천억 원이 넘는 세금을 부과한다는 입장이었다. 동 M&A를 시간 순으로, 중요 쟁점사안 순으로 짚어보면서 M&A와 조세간의 관계를 살펴보자.

• Korean Business Review
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• v.12
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• pp.139-159
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• 1999

The merger of companies makes it easily that a company get over the limitation of the growth of their internal size. A company can attain its purpose, the growth of itself, merging of existing company. On December 1986, "The Accounting Standards for Business Combinations" were pronounced in Korea. But, some of contents of the standards contain many problems criticized in accounting. The purpose of paper is to examine all kinds of affairs problems resulting from merger in Korea and to present the solutions for the problems. I have reexamined the method and provision of on 1999, "The Accounting Standards for Business Combinations" were pronounced in Korea and developed to the direction of trying to deal with tax affairs reasonably. Next, related to current tax system regarding merger, I have described, centered on tax laws, basic rules and the provisions of taxation on merger corporation and the provision of taxation on shareholders at the time of merger.

• 정보화사회
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• s.183
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• pp.13-15
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• 2006

증권예탁결제원이 지난해 12월 29일 밝힌 바에 따르면, 2005년 한해 유가증권시장법인과 코스닥시장법인들의 기업인수합병이 러시를 이룬 것으로 나타났다. 전년 84개에 비해 44.0% 증가한 121개사가 M&A를 완료하거나 진행중이라는 것. 특히, 코스닥시장법인의 기업인수합병이 전체 121개중 80개사로 유가증권시장법인 41개사의 2배 가까이 달했다. 이는 전년도 코스닥시장법인 47개사 대비 70% 증가한 수치다. 사유별로는 합병 62개사, 영업양.수도 26개사, 주식교환 33개사로 나타나 기업간 M&A에 있어서 영업양수도나 주식교환 보다는 합병을 선호하는 것으로 분석됐다.

• The Korean Journal of Financial Management
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• v.26 no.2
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• pp.33-61
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• 2009

From the perspective of corporate governance, we examine the acquirers' performance of mergers and acquisitions in KOSDAQ Market. The empirical results of our study show that inside an executive shareholders and outside minor shareholders, affect acquirers' performance in M&A's : the ownership of outside minor shareholders is positively correlated with the performance of acquirers. and, the ownership of insiders, such as that of an executive shareholders, does have significant effect on the performance of M&A's. Since the current literature concludes that the improvement of corporate governance in KOSDAQ Market would enhance the shareholders' wealth, the results of our study implies that outside minor investors, as well as insiders, are playing an important role in the corporate governance.

• Korean Business Review
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• v.17 no.2
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• pp.1-23
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• 2004

Since revision of Korean GAAP on the merge transaction in 1999, the few studies on the problems of the GAAP or on the inconsistency of GAAP and regarding tax regulations have been performed. The objective of this study is to understand the present state of the merge transactions, to find out the problems on the regarding GAAP and tax regulations, and to suggest the method to improve them. Among the 69 merge transactions of the listed and registered companies for the recent 3 years, 67 merge transactions are reported as the purchase transactions and 2 transactions as the pooling of interest. And 11 transactions occurred between parents and subsidiaries. I investigate the sufficiency of the foot disclosures on the merge transactions, I find out that the disclosure on the amortization of the negative goodwill are not sufficient, and several transactions are not recorded in conformity with GAAP. This paper indicates the problems on the GAAP as follows: the complicated and irrational method of amortization of the negative goodwill, the valuation of the stocks acquired before the merge, the inconsistent adjustments to purchase consideration contingent on future events, and the valuation of the merge between the parents and subsidiaries. And the problems on the tax regulations are as follows: tax deferment of the income from merge valuation, the ambiguous definitions of the fair value, and stock dividend of the income from merge valuation.

• Journal of the Korea Academia-Industrial cooperation Society
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• v.4 no.4
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• pp.422-427
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• 2003

The purpose of this study analyzes the effects of M＆A between conglomerate and non-conglomerate corporational with 57 samples of firms during the period from 1990 to 1997 right before IMF. financial crisis. These models employed to measure effects of M＆A in this paper are both market model and market adjusted return model using test of t-statistics. Results of this article show that negative excess returns are observed for non-conglomerate mergers and positive excess gains are exhibited for conglomerate mergers. This implies that conglomerate mergers are more effective than firm specialization in terms of merger effects.

• The Korean Journal of Financial Management
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• v.25 no.2
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• pp.191-213
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• 2008

This study tests and reconfirms the wealth transfer of mergers and acquisitions(M&As) by examining the changes in and the relationship between shareholder and bondholder wealth after the announcements of M&As for the publicly listed firms in Korea Stock Exchange and KOSDAQ market during $1999{\sim}2006$. The change in shareholder wealth is measured by the Cumulative Abnormal Return(CAR) at the M&A announcements, and the change in bondholder wealth is calculated using the Yield Spread Change(YSC) and the change in acquiring firms' credit ratings. The empirical tests show that the CAR of 344 sample acquiring firms at the announcement is 3.59%, which confirms results of the prior research on M&As in Korean market. The average YSC for 35 sample acquiring firms between $2001{\sim}2006$ proves to be negative when we use the yield spread of firms with comparable credit ratings as a benchmark, which means that the acquiring firms' bondholders gain with the announcements of M&As. We find the same result using another benchmark-the yield spread of government bonds. The improvement in the acquiring firms' credit ratings one year after the M&As also indicates that the M&As, on average, increase bondholder wealth. Our test results are consistent with those of the existing studies on the effect of bondholder wealth after the M&As in the United States, which shows that the bondholder wealth increases after the M&As. We do not find the evidence that there is a wealth transfer from the acquiring firms' bondholders to the shareholders after the M&A announcements. Rather, this study confirms that the wealth of the acquiring firms' bondholders increases in the M&As in Korea.

• The Korean Journal of Financial Management
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• v.21 no.1
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• pp.59-86
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• 2004

This study analyzed the effects of M&A announcement before and after the 1998 amendments of 'Securities and Exchange Act' through the event study. The M&A firms turned out to gain the abnormal returns during the entire periods. The cumulative average abnormal returns of M&A firms was 1.38%(market adjusted model) or 5.37%(industry-adjusted model) higher after the 1998 amendments than before. The differences of performance of M&A were significant also in case of the related M&A, vertical or horizontal M&A, M&A in booms. In regression analysis, the 1998 amendments of Act was the significant factor to explain the cumulative abnormal returns.

• Journal of the Korea Academia-Industrial cooperation Society
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• v.12 no.3
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• pp.1151-1156
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• 2011

Leveraged buyouts (LBO) means the acquisition of a company using bonds and loans. There are the prolific volumes of LBO transactions in the international M&A markets, and its influence to the financial market is increasingly huge. However, there are very few LBO transaction in the domestic M&A market and there are also few researches in this field due to the private nature of LBO transactions. Once a company is privatized through a LBO transaction, it is not so long before it is relisted on the stock exchange or it is resold to a third-party investor. In order to repay the borrowed money, an LBO investor may decide to end a company's private status through an exit via an initial public offering (IPO) or a takeover. In this paper, we expand Kaplan's study on the organizational status of post leveraged buyout (LBO) transaction. We find that there is a significant change starting 1986. Most notably, fewer LBOs remain private, the median holding period of the LBO was cut in half to 3.2 years and of those that exit, IPO exits had significantly shorter holding periods. Regression analysis shows that good market conditions lengthen the holding period of a LBO investment whereas the size of the transaction shortens it.

• Asia-Pacific Journal of Business Venturing and Entrepreneurship
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• v.11 no.6
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• pp.1-9
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• 2016

In this study, we investigate the announcement effects of M&As with a start-up as a target firm on shareholder wealth of an acquiring firm. We use M&A events in KOSPI or KOSDAQ market between 2002 and 2014 after the financial crisis. Among the total 1436 mergers and acquisitions that took place domestically during this period, 1383 cases were selected as cases to be studied, excluding 53 cases where acquiring firms were unlisted firms. The results of the analysis are as follows: First, as a result of a comparison between the acquiring firms' CARs of the whole sample group(n=1383) occurred during the (-2, +1), (-5, +2), (-10, +5) periods of M&A announcement date(t=0) and the sub-sample group(n=468) where the target firms are start-ups which were established within five years, the acquiring firms of the whole sample group do not show significat CARs, while the acquiring firms of the sub-sample group show the significantly positive CARs. This suggests that M&A with start-ups have a positive effect on firm value of acquiring firms. Second, when merging unlisted start-ups, the acquiring firms show positive CARs, showing that there exists a listing effect in the merger of start-up. Third, merging the start-ups belonging to the high-tech industry shows the higher CARs than the case of merging the start-ups belonging to the non-high-tech industry. This study has great significance as the first in Korea to investigate the effect of M&A announcement with a start-up.