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주식매수청구 결정요인과 기업성과 원문보기

  • 저자

    柳海必

  • 학위수여기관

    韓國外國語大學校 大學院

  • 학위구분

    국내박사

  • 학과

    경영학과

  • 지도교수

    강효석

  • 발행년도

    2014

  • 총페이지

    144 p

  • 키워드

    주식매수청구 반대의사표시 우회상장 인수합병 특별결의;

  • 언어

    kor

  • 원문 URL

    http://www.riss.kr/link?id=T13538837&outLink=K  

  • 초록

    Determinants that Lead to Exercise of Appraisal Right and Corporate Performance: Focus on Corporate Mergers & Acquisitions The most important corporate decisions are made at shareholders' general meetings. Such special agendas include those that can affect corporate existence, amendments to corporate regulations or changes to the governance structure – in other words, critical issues that entail change in corporate equity or business structure and bring about substantial changes to corporate value. These special agendas guarantee appraisal rights, the purpose of which is to protect dissenting minority shareholders, and promote efficient corporate management at the same time. However, since the 1997-1998 Asian Financial Crisis and the Financial Crisis of 2008, the system has changed to enhance management efficiency and stimulate M&A through restructuring, rather than protecting minority shareholders. For example, the squeeze-out system that was introduced in 2011 and other such changes that expedite small-scale mergers have expanded the power of controlling shareholders and executive officers, who are no longer required to present crucial issues at general shareholders' meetings. Therefore, it can be said that appraisal rights and expression of dissent, which protect minority shareholders and check the controlling shareholders, have become more important than ever. Prior reports on appraisal rights were limited in that they only covered the legal institutions; there was no comprehensive study on the exercise of appraisal rights. Therefore, there was no comprehensive report on what determinants cause dissenting minority shareholders to exercise their appraisal rights and how that affects the corporation's short-term and long-term stock values and corporate performance. In addition, there has been no study on how the exercise of appraisal rights differs when the controlling shareholder of an unlisted company engages in backdoor listing and acquires the ownership and management rights of a listed company through M&A such as mergers, business transfers and share swaps, and when a listed company performs the M&A methods. These issues are extremely important to corporate managers, who engage in management first-hand, as well as small investors who actually exercise appraisal rights. Furthermore, it is expected that the topic will be particularly engaging for authorities who monitor and oversee these systems. From M&As that took place between 2004 and 2011 among unlisted companies and companies listed on the Korea Stock Exchange (KSE) and Korea Securities Dealers Automated Quotations (KOSDAQ), the paper reviews 374 cases in which the listed company was given appraisal rights. The paper identifies how the rights were exercised and what determinant led to the exercise. Furthermore, the paper used empirical data to identify what kind of impact the small shareholders' dissent, determinants of appraisal rights exercise and the exercise ratio itself had on the long-term stock value and business performance of the company that underwent M&A. The results are summarized as follows: First, when a listed and unlisted company underwent M&A, the listed company's minority shareholders dissented to the merger and share swap by an average of 15.25% of the outstanding shares. Of this, the actual exercise of appraisal right accounted for an average of 3.49% of the outstanding shares. However, there was a significant difference in cumulative abnormal return (size-adjusted market model) from the M&A between the group that showed high percentage of dissent (appraisal rights exercise ratio) and low percentage of dissent (appraisal right exercise ratio). The group with lower ratio of dissent recorded a 40% jump in its stock price, while the figure was only 20% for the group with higher ratio of dissent. As for the long-term stock performance, which was recorded over the 480 days that followed the M&A announcement, the group with less dissent recorded a 40% drop, while the group with more dissent recorded a whopping 80% drop. Therefore, it can be said that the small shareholders' dissent and exercise of appraisal rights is not motivated merely for short-term profit, but is a strategic decision made in regards to expectations of the merged company's long-term performance. Second, it was found that the main determinants of dissent and exercise of appraisal rights were a) expected returns from dissent and exercise of appraisal rights, b) announcement effect and c) the ratio of under/overvaluation of the merger price of the unlisted company. The factors that had significant impact on dissent alone were a) the equity ratios of affiliated persons -- for example, the largest shareholder -- of the listed company in the year that preceded the M&A, b) the stock price index following the announcement of the merger, c) the accuracy of appraisal and valuation and d) whether the merger took place between affiliated companies. Third, the main factors that influence long-term performance and especially long-term stock performance are a) the ratio of dissent, b) the ratio of exercise of appraisal rights, c) the standard deviation of firm-size adjusted cumulative abnormal return prior to the announcement of the M&A, d) whether the merger occurred through backdoor listing and e) equity ratios of affiliated persons of the listed company in the year that preceded the M&A. The main factors that influence long-term corporate performance were found to be a) ratio of dissent, b) the ratio of exercise of appraisal rights, c) whether the merger occurred through backdoor listing and d) the equity ratios of affiliated persons of the listed company in the year that preceded the M&A. Fourth, the samples were divided into two groups; those that engaged in backdoor listing and those that did not. The two groups were further broken down into subgroups, based on ratio of dissent and exercise of appraisal rights. The results revealed that ratio of dissent and exercise of appraisal rights in regards to backdoor listed M&A and conventional M&A made a clear difference the cumulative abnormal return. Further research based on backdoor listed M&A and conventional M&A showed that in both groups, the major determinants of dissent and exercise of appraisal rights were a) expected returns from dissent and exercise of appraisal rights, b) announcement effect and c) the ratio of under/overvaluation of the merger price of the unlisted company. In both groups, the main factors that influence long-term performance are the a) ratio of dissent, b) the ratio of exercise of appraisal rights and c) standard deviation of firm-size adjusted cumulative abnormal return prior to the announcement of the M&A. In addition, for backdoor listed M&A, the equity ratios of affiliated persons of the listed company in the year that preceded the M&A was found to be a meaningful factor. For non-backdoor listed M&A the financial structure of the company and whether the company was listed on the KOSDAQ were meaningful factors. Fifth, a three-step mediated regression analysis was conducted to determine what kind of impact under/overvaluation of the merger price of unlisted companies – which has been identified as a determinant in small shareholders' dissent and exercise of appraisal rights – has on the ratio of dissent (and the ratio of exercise of appraisal rights), and how this in turn affects the long-term corporate performance. This confirmed that dissent and ratio of exercise of appraisal rights have a significant mediation effect. Based on these findings, we can say that small shareholders do not always exercise their appraisal rights for short-term profit, but do so in regards to the contractual conditions of the merger. Also, the link between increased exercise of appraisal rights and lower long-term performance shows that small shareholders use their appraisal rights as a means of keeping the majority in check, and that the rights continue to serve the purpose of protecting small shareholders. This paper has merit in that, unlike previous research, which only incorporated market variables, it also incorporated merger contract conditions in identifying the determinants of the exercise of appraisal rights. Furthermore, the paper confirmed the effectiveness of right of appraisal system by distinguishing backdoor listing M&A and others, and how determinants governed by the ratio of dissent and ratio of exercise of appraisal rights affected the long-term corporate performance. The contributions and findings of this paper are as summarized below: First, the paper incorporated a comprehensive model to analyze the dissenting shareholders' exercise of appraisal rights and the determinant of dissent. That is, (1) for the stock price of appraisal rights and stock response variable, a) the announcement effect that begins on the date of the board of directors merger approval meetings, b) the stock price at the last exercisable day of appraisal compared to the base stock price for appraisal rights and c) the stock market's response, which is based on whether the stock price of the appraisal rights was accurately appraised compared to the intrinsic value of the stock, were reflected in the variables. (2) Different types of M&A (merger, business transfer, share swap), and whether the merger was done through backdoor listing were taken into account. (3) To reflect the terms and conditions of the merger, financial structure variables and whether the unlisted company's merger value was overvalued were comprehensively included in the model. Second, the paper confirmed the correlation between the exercise of appraisal rights and long-term corporate performance to determine the effectiveness of the appraisal rights system. That is, the paper verified how the determinants of the exercise of appraisal rights, dissent, and exercise of appraisal rights affected the long-term stock performance and corporate performance following the merger. Third, the paper worked with a larger number of samples over a longer period of time compared to existing research. By comprehensively examining mergers, business transfers and share swaps between listed and unlisted companies, the paper identified determinants of appraisal rights and confirmed the effectiveness of the rights system.


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