• Management & Information Systems Review
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• 제33권2호
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• pp.263-279
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• 2014

SPAC(Special Purpose Acquisition Company) is the paper company that aims the merger of private company only, and introduced in Korea at 2009. Until 2013, 22 SPACs were listed, and 10 of them made successful mergers but rest were delisted. When IPO, range of the volume of public offerings were 20~30 billion won. After IPO, some SPACs showed extreme price movements, but on average their prices were below IPO prices 1 year later and near IPO prices 2 years later. Successful SPACs showed positive and significant 2.94% 25 days Cumulative Average Abnormal Return(CAAR) before the public announcements of merger and also showed positive and significant 10.60% 45 days CAAR around the general meetings of shareholders. I concluded that SPAC market were constrained by several regulations, so deregulation is needed for SPAC market activation.

• Asia-Pacific Journal of Business Venturing and Entrepreneurship
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• 제16권6호
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• pp.241-248
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• 2021

Firms have many ways to expand their businesses including M&A. Big companies in online and offline businesses show different ways of expansion with different objectives to expand their digital businesses quickly. Expansions for technical reasons are to acquire technologies they do not have while those for business reasons are M&A for offline companies to have competence in markets by acquiring online companies. Other ways of expansions include spin-off and group participation after investments for startups. Various ways of expansions are chosen because they are optimal choices depending on situations the companies face, and they have different strengths and weaknesses. To analyze the strengths and weaknesses of those options for expansion at this stage would be academically valuable, and also practically meaningful in terms of providing insights for companies' decision making in choosing opitions for expansions. M&A of online companies to make multi-channels by offline companies have risks of failing to internalize online companies and have enough synergy effects. Also, spin-off is a relatively less risky way of expansion while the speed of expansion is slower than establishing external startups with some shares of equity and making them as affiliated companies. External startups are good for speed of expansion while there are risks of legal regulations and negative awareness by the public.

• Asia-Pacific Journal of Business Venturing and Entrepreneurship
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• 제14권2호
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• pp.1-13
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• 2019

As a way to find new and innovative technologies, many companies have invested in and acquired skilled startups. Because startups are usually small in size and have a small history of past business experience, there are many risks involved in acquiring them as they have limited technical skills and business feasibility verification methods. Thus, venture capital plays an important role in discovering and investing competitive startups. While Independent Venture Capital generally values financial returns, Corporate Venture Capital, which plays investment roles in the firm, values business synergies with the parent company from a strategic perspective. In an industry sector where development of technology is rapid and whether new technology is held determines a company's competitiveness, existing companies incorporate startups with innovative technologies into their investment portfolios, collaborate together, and take over for comprehensive cooperation. In addition, new investments and acquisitions are carried out through the management of portfolio companies to obtain and utilize industry information. In this paper, major U.S. companies listed in the U.S. verified their investment activities through corporate venture capital and their impact on parent companies and startups through regression, while the parent company's acquisition performance was analyzed through an event study based on a stock price analysis. The criteria for startup were defined as companies with less than 12 years of experience, and the analysis showed that the parent companies with corporate venture capital with a larger number of investments actively take over startups. In addition, increasing corporate venture capital's financial investment activities shows a negative impact on the parent companies' acquisition activities, and the acquisition performance increased when the parent companies took over startups in its portfolio.

• The Korean Journal of Financial Management
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• 제9권1호
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• pp.193-205
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• 1992

본 논문은 공개예정기업의 발행가(發行價)(Initial Public Offers : IPO)가 유가증권관리위원회의 ${\ulcorner}$유가증권인수업무에 관한 규정${\lrcorner}$과 증권업협회의 ${\ulcorner}$유가증권 분석에 관한 기준${\lrcorner}$에 의해 산출된 자산가치(資産價値)와 수익가치(收益價値) 중 어느 가치에 더 밀접한 상관관계를 보이고 있으며, 그 크기는 어느 가치에 더 근접하고 있는가를 조사하는데 그 목적을 두고 진행되었다. 이와 같은 목적을 위해 본 논문은 지난 '89년부터 '91년까지 공개한 모든 상장기업 301개 (3개 기업만 제외된 것임) 회사를 연구대상으로 상관분석(相關分析), 회귀분석(回歸分析), 그리고 발행가를 100으로 본 상대가치(相對價値)를 분석하였다. 실증분석에서 나타난 결과를 요약하면 다음과 같다. 첫째, 발행가(發行價)는 일반적으로 자산가치(資産價値)보다 수익가치(收益價値)와 더 밀접한 상관관계를 가지고 있다. 둘째, 분석대상기업 전체로 볼 때, 발행가(發行價)는 자산가치의 26%, 수익가치의 36%를 가중치로 하여 산정되는 것으로 나타났다. 셋째, 발행가를 100으로 보았을 때 분석대상기업 전체에서 발행가는 자산가치(資産價値)를 각 4% 할증(割增)한 금액으로 그 크기가 결정되는 것으로 나타났다.

• Asia-Pacific Journal of Business Venturing and Entrepreneurship
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• 제14권6호
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• pp.103-117
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• 2019

Under the uncertainties and the consequent turmoils of the IMF financial crisis in Korea, Hyunsung Techno was founded in 1997 on the basis of automobile press molding which is critical for the quality of automobile. Ever since, Hyunsung Techno has grown rapidly based on the domestic market; however, gradually, it had faced a stalemate in terms of the saturation, on the supply side and the growth limit, on the demand side, of the domestic molding market. Accordingly, Hyunsung pushed for a strategy to localize overseas markets and a new acquisition strategy instead of resting on the domestic mold industry's growth, and the success of these strategies enabled it to leap forward into a global company with five companies including affiliates and 70 billion won in sales. The main reason why Hyunsung Techno evolved from a small and medium-sized manufacturing company into a global businesses is due to the success of Boa Constrictor M&A strategy. Its acquisition strategy is not just a successful case of any acquisition, but a rare, maybe the first domestic case of a successful acquisition of a primary supplier by a secondary supplier. Through the success of this strategy, Hyunsung Techno has achieved a continuous growth of businesses, an increase in sales volume, and expansion into new businesses. And on top of that, this achievements is leading it to be a global conglomerate In this study, Hyunsung Techno's success strategy, which is transformed from a small domestic manufacturing company into a global enterprise, was analyzed in detail with its development stages divided into start-up, overseas expansion, acquisitions, and business diversification. Eventually, this case study is meant to offer strategic implications for other small and medium-sized businesses under the current, gloomy economy of low or zero growth of today.

• Korean Business Review
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• 제17권2호
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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.

• The Korean Journal of Financial Studies
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• 제4권1호
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• pp.259-280
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• 1998

최근 제품으로 인한 각종 피해에 대해 피해자 구제의 견지에서 피해자가 간편하고도 용이하게 손해배상 청구를 할 수 있도록 피해입증부담을 경감하고, 제조업자를 포함한 제품공급자측에 보다 엄격한 책임을 물을 수 있도록 규정한 '제조물 책임(product liability: PL)'에 대한 법률이 필요하게 되었다. 본 논문에서는 PL과 보험간의 관계를 고찰하여 우리 나라의 최근동향 및 대응방안을 살펴보는데 그 목적을 두고 있다. 미국에서는 손해보험회사의 급격한 수익악화로 인하여 각 사가 일제히 기존의 보험계약 인수를 거절하여 보험요율과 보험료를 대폭적으로 인상하여 기업들이 배상책임보험을 부보할 수 없는, 소위 '보험위기'라는 상황을 경험하고 있다. 과거 두 번에 걸친 심각한 보험위기의 교훈으로 미국에서 세 번째의 보험위기의 발생유무는 제2차 보험 위기의 원인이었던 미국의 불법행위법 불법행위제도의 개혁여부에 달려 있다고 할 수 있다. 한편 우리 나라에서는 제조물에 대해 피해자 구제를 규율하는 PL법이 제정되어 있지 않다. 향후에 우리 나라가 PL법을 제정하여 실시할 경우에는 미국과 같은 혼란된 상태에 빠지는 문제가 발생하지 않도록 주의를 기울여야 할 것이다. 또한, 피해자 구제와 기업이 안전 제품의 생산에 자극을 줄 수 있도록, 조속한 시일 내에 우리나라에도 PL법을 제정해야 할 것으로 생각된다.

• Journal of Korean Philosophical Society
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• 제126권
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• pp.213-233
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• 2013

The aim of this paper is to reveal the ethical problem of insider trading. 'Insider trading' refer to obtaining information from non-public sources such as private acquaintances about trade secret, using it purposes of enhancing insider's financial advantages. And sometimes such a practice can be conducted fraudulently. Therefore, the focus of this paper will be on fairness or justice arguments against insider trading. And all kinds of discussion this paper are to focus the underlying consideration behind these arguments, that is, the underlying consideration about violation of ethical standards of fairness. First, one of these arguments argues that insider trading does necessarily involve defrauding general investors such as general employees, general stockholders. And economic power and unjust advantage of insider can be exercised to the detriment of this non-insider's interests. Second, another argument argues that insider trading undermines competition which is the principle of any free market. And insider trading is not only a complication in the free market mechanism, but also thwarts free competition which free markets depend. Third, the final argument argues that insider trading will be made something unfair about the concept of equal access to information. This argument argues, therefore, that to permit insider trading would be to set up stock market trading rules that are unfair to non-insiders.

• Korean Journal of Labor Studies
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• 제24권2호
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• pp.409-441
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• 2018

This study is a case study about the Valero Energy Corporation, the largest American independent refinery company, examining the characteristics of human resource management as a union avoidance strategy. The main research questions here are whether union substitution strategy differs clearly from union suppression strategy in the context of Valero Energy. Since the establishment in 1980, the Valero had maintained non-union tradition. The typical examples of human resource management in the non-unionized American companies are easily found in the Valero, such as strong CEO leadership, manpower policy emphasizing corporate culture and teamwork, direct communication between company and individual employees, no lay-off policy and no outsourcing policy of HRM, salary level around average of industry and best level of fringe benefits in the industry, non-union tradition and well-functioned alternative dispute resolution system and so on. Until now, based on tremendous growth and profitability, the company have applied union substitution method adopted by good companies as concrete method of union avoidance strategy instead of union suppression method that marginal enterprise prefers.

• Asia-Pacific Journal of Business Venturing and Entrepreneurship
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• 제4권4호
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• pp.45-70
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• 2009

This article investigates which types of the strategies announced by the listed firms contribute to enhancing the long-term performance of the companies. Since 2002, Korean Exchange adopted the "faire disclosure policy" which mandates that all publicly traded companies must disclose material information to all investors at the same time. Thanks to the policy, Korean investors can, now, easily access the board's decision on management strategies on the same day the decision is made. If the companies trustfully carry out their announced strategies, we can decide which types of strategies actually enhance or deteriorate the long-term performance, simply by comparing the announced strategies and the firm's performance. The sample companies are confined to 60 firms that became listed in the KOSDAQ market through back-door listing from 2003 to 2005. Using only the newly listed companies, we can avoid the interference on the long-term performance of the strategies pursued before the event date. This often holds true, for many companies radically modify their strategies after the listing. Furthermore, the back-door listing companies serve our purpose better than IPO companies do, because the former tend to have a variety of announcement within a given period of time beginning the listing date. Using these sample companies, this article analyzes the effect on one year buy-and-hold returns and abnormal buy-and-hold returns after the listing of the various types of strategies announced during the same period of time. The results show that those evidences of restructuring such as 'reduction of capital' and 'resignation of incumbent board members', actually contribute to the increase in adjusted long-term stock returns. Those strategies which can be view as evidence of new investment such as 'increase in tangible assets', 'acquisition of other companies', do also helps the stockholders better off. On the contrary, 'increase in bank loans', 'changes of CEO' and 'merger' deteriorate the equity value. The last findings let us to presume that the back-door listing companies appear to use the bank loans for value-reducing activities; the change in CEO is not a sign of restructuring, but rather a sign of failure of the restructuring; another merger carried out after back-door listing itself is also value-reducing activity. This article's findings on reduction of capital, merger and bank loans oppose the results of the former empirical studies which analyze only the short-term effect on stock price. Therefore, more long-term performance studies on public disclosures are in order.