Research Report
Ⅰ. Background and Purpose
□ Background of this study
○ One of the important themes of corporate competitiveness and industrial economic policy of the government is the effective corporate restructuring.
○ Currently, Korea's business reorganization scheme is not the system that leads the marketplace, and is the system that is in progress ex post. Additionally, since applicable laws are sporadic, the system has the difficulty in the flexible operation of corporate restructuring scheme.
○ In this background, to remove the barriers to the procedural provisions by applying for an exemption for commercial law and competition law, the bill of 「Corporate Vitality Enhancement Act」 is submitted to the National Assembly
□ Purpose of this study
○ The purpose of this study, by performing analysis for the bill that is currently pending in Congress, is to research and review the legal aspects for the business supporting system restructured as an effective operating system.
Ⅱ. Main Contents
□ General theory of business reorganization support
○ Concept of business reorganization
- Change the whole or part of the structure of the business as a business activity aimed at a great extent to enhance the productivity of the whole or part of the business, or business to take advantage of the resources of the system to change the whole or part of the business activity
○ Laws in relation to business reorganization
- Commercial Act, Debtoe Rehabilitation and Bankruptcy Act, Special Act on the Promotion of Business conversion in small and midium enterprises, Corporate Restructuring Promotion Act, Industrial Development Act
□ Governance and Support of business reorganization
○ Subjects
- Companies seeking to reorganize the business to try to eliminate the excess supply from domestic companies
○ Application and Approval for Business Reorganization Plan
- Application to the Ministry → Review of the Ministry → Review of Business Reorganization Committee → Approval of the Ministry
□ Special support by the business reorganization bill
○ Special application of Commercial Act
- Introduction of small-scale division of company
- Easing the requirement of small-scale merger
- Easing the requirement of simplified merger
- Introduction of reverse triangular merger
○ Special application of Enforcement Decree of the Monopoly Regulation and Fair Trade Act
- During business reorganization period, Postpone application of regulations of Debt ratio limitation, Shareholding ratio, Prohibition of shares of non-affiliated companies and other affiliates except for the subsidiary companies.
Ⅲ. Expected Effect
□ Material and Information used as support for the implementation and supporting laws in relation to business reorganization.
□ Reference used as legal data for the change in laws on the supporting legal system for corporate restructuring.