A variety of defensive tactics are theoretically known to the public. The purpose of this Study is to find what tactics may be efficiently used in Korea. In this Study, the subjects of this analysis is limited to asset-restructuring methods. First of all, the lock-up tactic has been frequently adopted by many U.S. corporation against hostile M&A's because it reduces the attractiveness of any corporation as a target. Since special resolution at the shareholder meeting is required for the transfer of the whole or an important part of the business of the corporation under the Korean Commercial Code, the tactic is not useful in Korea. Second, the merger with the third party has been also used in foreign countries as a defensive method. The high efficiency of this method is based on the fact that the merger increases the M&A costs. However, resolution at the shareholder meeting necessary for the merger costs very much and takes very long time under the Korean Commercial Code. Third, as a defense against hostile M&A's, the division of a corporation has been hired in the United States which increase its stock price. However, in Korea, procedural burden is the obstacle to using it as a efficient defense. Finally, the share exchange and transfer by which holding companies are established is another defensive tactic. However, this kind of tactic dilutes the share of each shareholder. So, if a corporate director adopts this tactic, he is possibly blamed as a violator of his duty of loyalty.

A variety of defensive tactics are theoretically known to the public. The purpose of this Study is to find what tactics may be efficiently used in Korea. In this Study, the subjects of this analysis is limited to asset-restructuring methods. First of all, the lock-up tactic has been frequently adopted by many U.S. corporation against hostile M&A's because it reduces the attractiveness of any corporation as a target. Since special resolution at the shareholder meeting is required for the transfer of the whole or an important part of the business of the corporation under the Korean Commercial Code, the tactic is not useful in Korea. Second, the merger with the third party has been also used in foreign countries as a defensive method. The high efficiency of this method is based on the fact that the merger increases the M&A costs. However, resolution at the shareholder meeting necessary for the merger costs very much and takes very long time under the Korean Commercial Code. Third, as a defense against hostile M&A's, the division of a corporation has been hired in the United States which increase its stock price. However, in Korea, procedural burden is the obstacle to using it as a efficient defense. Finally, the share exchange and transfer by which holding companies are established is another defensive tactic. However, this kind of tactic dilutes the share of each shareholder. So, if a corporate director adopts this tactic, he is possibly blamed as a violator of his duty of loyalty.

hostile M&A's, crown jewel, lock-up, corporate division, share exchange & transfer.