발간사 ················ ⅱ 요약 ················ ⅵ 서론 ················· 2 제1장 사모펀드(PEF) 일반론 : 현황과 쟁점 ·································· 8 Ⅰ. 펀드의 정의 및 분류 ·········································· 8 1. 펀드, 공모(公募)와 사모(私募) ··························································· 8 2. 펀드의 분류 ························································································ 9 3. 펀드의 기원과 특성 ·········································································· 14 Ⅱ. 글로벌 사모펀드(PEF) 변천사 및 주요 특성 ··········································· 22 1. 사모펀드(PEF)의 기원과 변천사 ························································· 22 2. 글로벌 금융위기와 사모펀드 규제강화 ··············································· 30 3. 사모펀드(PEF)의 개념과 주요 특성 ···················································· 37 4. 글로벌 사모펀드(PEF) 동향 ······························································· 53 Ⅲ. 한국의 사모펀드(PEF) ········································································· 60 1. 제도 도입배경과 변천사, 주요 특징 ················································ 60 2. 시장 동향 및 전망 ·········································································· 67 Ⅳ. 사모펀드(PEF) 주요 쟁점 ·································································· 77 1. 양날의 칼 레버리지 : 차입인수(LBO) ············································· 77 2. ‘약탈적 기업사냥꾼’ Vs 기업가치 제고 ············································ 83 3. 운용사(GP)와 투자자(LP)의 이해상충 ············································· 86 Ⅴ. 소결 ··································································································· 89 제2장 해외 사모펀드 현황과 학술적 논의 ·································· 96 Ⅰ. 해외 사모펀드 현황 ·············································································· 96 1. 기업인수 사모펀드 모집현황 ······························································ 97 2. 글로벌 사모펀드 차입매수 투자 현황 ··············································· 103 Ⅱ. 사모펀드 관련 이론의 체계화 ······························································ 111 1. 새로운 기업 지배구조 이론의 등장 ·················································· 111 2. 사모펀드 논쟁 ················································································ 117 Ⅲ. 사모펀드 LBO의 대량해고 사례 ··························································· 130 1. 미국 소매업을 파산시킨 사모펀드 ··················································· 131 2. 세계 최대 완구업체 토이저러스의 파산 ··········································· 133 Ⅳ. 최근 규제강화 논의 ············································································ 137 1. 금지되는 활동 ················································································ 139 2. 보고서 요구 ···················································································· 143 3. 지분가 주도 2차시장 매매 관련 요구 사항 ······································ 144 Ⅴ. 소결 ··································································································· 145 제3장 국내 사모펀드 사례 분석 ··············································· 160 Ⅰ. 사모펀드 운영사 국적에 따른 분석 ······················································ 160 1. 외국계 사모펀드 ············································································· 160 2. 국내 사모펀드 ················································································ 169 Ⅱ. 사모펀드 유형별 분석 ········································································· 171 1. 바이아웃(전략적 투자) ···································································· 172 2. 소수 지분, 재무적 투자자 ······························································· 178 3. 세컨더리 거래 ················································································ 180 Ⅲ. 산업·업종별 사모펀드 진출 현황 ·························································· 182 1. 준공영제 시내버스 ·········································································· 182 2. 필수공공재 도시가스 ······································································· 183 3. 폐기물 처리와 에너지산업 ······························································· 185 4. 사모(私募) 부동산 펀드 ··································································· 187 5. 플랫폼기업 및 이커머스 ·································································· 191 6. 맘스터치 등 외식 프랜차이즈 ·························································· 194 7. 인터넷전문은행 ··············································································· 196 8. 콘텐츠산업 ····················································································· 197 9. 상조업 ···························································································· 199 Ⅳ. LBO(차입매수)의 문제점 ····································································· 199 1. 홈플러스 ························································································· 200 2. C&M(딜라이브) ·············································································· 204 3. 웰리브 ···························································································· 205 Ⅴ. 노동조합의 대응사례 ··········································································· 206 1. 마트산업노조 홈플러스지부(MBK파트너스) ······································ 206 2. 관광레저산업노조 밀레니엄힐튼호텔지부(이즈사자산운용) ················· 219 Ⅵ. 소결 ··································································································· 230 제4장 LBO, 사모펀드 규제 필요성과 방향 ······························· 234 Ⅰ. LBO방식 M&A의 문제점 ···································································· 234 1. LBO 규제 필요성 ············································································ 234 2. 법원 판례로 본 주요 사례 ······························································· 236 3. LBO 유형별 판례 태도 정리 ··························································· 253 4. LBO 규제 방향 ··············································································· 257 Ⅱ. 사모펀드 규제 방향 ············································································ 260 1. 단기 과제 ······················································································· 260 2. 중장기 과제 ···················································································· 262 Ⅲ. 관련 상법 등 개정방향 ······································································· 265 1. 이사의 신인의무 대상 확장과 지배주주 책임 강화 ··························· 265 2. 고용 영향이 큰 기업의 지분매매에 대한 통제 ·································· 269 Ⅳ. 소결 ··································································································· 271 결론 ························································································ 276 부록 : 사모펀드 LBO 주요 사례 ·············································· 280 1. 에너지퓨처홀딩스(Energy Future Holdings) ································· 281 2. 미국 힐튼 호텔(Hilton Hotel) ······················································· 283 3. 클리어 채널(Clear Channel) ························································· 287 4. 알제이알 나비스코(RJR Nabisco Inc.) ··········································· 291 5. 퍼스트 데이터(First Data Corp.) ···················································· 293