What are the cases in which a corporate merger is restricted?

A corporate merger is permitted in principle, but under the Commercial Act and special laws, in certain cases a corporate merger is restricted or must satisfy separate requirements.

First, a company after dissolution can merge only where a company still in existence is made the surviving company, and a merger that substantially restricts competition in a certain trade sector is prohibited under the 「Monopoly Regulation and Fair Trade Act」.

In addition, a company undergoing rehabilitation proceedings can proceed with a merger only where matters concerning the merger are prescribed in the rehabilitation plan, under the 「Debtor Rehabilitation and Bankruptcy Act」.

In addition, under the 「Financial Investment Services and Capital Markets Act」, procedural restrictions apply, such as the requirement to report the merger to the Financial Services Commission within the deadline, where a listed company (excluding a special purpose acquisition company) merges with an affiliated company, or where a special purpose acquisition company that is a listed company merges with another company.

For detailed matters related to a corporate merger, because the applicable statutes and procedures can vary depending on the company's financial condition, governance structure, and industry characteristics, a case-by-case review is needed.

Before actually pursuing a merger, in order to prevent violations of relevant laws and subsequent risks, it is desirable to confirm the specific restrictions and procedures through the advice of an attorney specializing in mergers and acquisitions.

For detailed matters, you may wish to confirm through a consultation with an attorney specializing in mergers and acquisitions.