In the case of our country the defense means against hostile M&A is very inferior relatively compared with foreign legislation. It is not an over-statement although there is no defense method which the corporate management can choose against hostile M&A substantially. Therefore, it is necessary to legislate the defense method refer to foreign M&A legislation. Hostile M&A is giving a feeling of tension so that it may become flattery to a manager about corporate management. Moreover which is essentially accepted to an open corporation. Therefore, the introducing defense act for hostile M&A which made to distort original function of a capital market cannot agree.
The director of a target company has authority which will defend against hostile M&A under the present statute and the category of articles-of-association regulation until legislating the defense method. However, such a director's defense act must becomes profits to a company and a whole stockholder. When hostile M&A becomes profits in a stock-holder and a company, a director must not take a defense act to this. Moreover, it is necessary to make a director pay the burden of proof for the legitimacy and reasonableness of an defense act. Because the director who conducts a defense has the relationship of gain and loss about the conducts. A director must not intervene in the control quarrel between stockholders in principle. May be it is thought the American Delaware judicial precedent law - Unocal standards, Blasius standards and Revlon standard etc. - is helpful.