무상감자의 효과분석

초록

Current regulations on seasoned equity offering prohibit issuing firms from setting equity offer price below par. Firms with stock price below par,however, elude the regulation by implementing capital-reduction. By analysing the effect of capital reduction, this paper proposes to dismantle the restriction and reinforce the market price principle. Current restriction on equity offer price has caused significant difficulties for companies to raise capital. The system has so far not contributed to enhancing investor protection. By its nature, the restriction on issues below par values goes against the principle of market price issues. Under the restriction, companies whose stock prices are below par values have to first go through paid-in-capital reduction in order to lift up their stock prices to the level above par before issuing stocks or hybrid bonds. However, the long and complex procedures of paid-in-capital reduction make it impossible for the companies to raise capital in a timely manner. In addition, the paidin-capital reduction usually accompanies abrupt rises in stock return volatility and abnormal trading activities, and thus often triggers the KRX’s market warnings. Besides, the probability of stock price manipulation is often brought up in line with this issue. In this paper, we analyze the social cost incurred by paid-in-capital reduction, specifically the one which has been used to find a way round the restriction by companies with stock prices below their par values. In theory, capital reduction should not result in any value change at all. We, however, find that capital reduction firms suffer from around 25%value loss. We could not find any difference in firm characteristics between fast and slow track in capital reduction. However, firms that completed capital reduction by slow track are more likely forced to be delisted from exchanges,compared to fast track firms. This evidence suggests that the value loss of capital reduction is due to administrational procedures of capital reduction. Market values of listed companies are determined by numerous investors in an open market. Thus, it is reasonable to dismantle the restriction on equity offer price in SEOs. Stocks of a listed company are publicly offered to and owned by many and unspecified shareholders. Shareholders’ liabilities are also spread out in a form of capital gains and losses via stock trading at market prices. Therefore, regulations related to listing should be reconsidered. Such critical views also further lead to questioning whether par values of stocks should continue to exist or not. Developed capital markets in nations such as the United States, Canada, and Japan have already widely adopted no-par value stocks. No-par value stocks would provide the foundation for reforming all unreasonable regulations related with paid-in-capital.

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