지원사업
학술연구/단체지원/교육 등 연구자 활동을 지속하도록 DBpia가 지원하고 있어요.
커뮤니티
연구자들이 자신의 연구와 전문성을 널리 알리고, 새로운 협력의 기회를 만들 수 있는 네트워킹 공간이에요.
초록· 키워드
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The theory of corporate governance has been highly affected by the study of United States corporate governance. Many scholars observed that most large publicly traded corporations had advanced from concentrated, and often family, ownership to widely dispersed ownership lacking a large shareholder existence in order to raise large amounts of capital. The separation of ownership from control was meant to be beneficial because of the diversification effects of dispersed ownership and the specialization of managerial expertise in running the business. The negative aspect of this separation, however, was the apprehension that managers can not always serve the interests of the dispersed owners who were usually beyond their control.
Corporate law scholars generally argue that the nature of corporate governance concerns differ based on the ownership structure of firms. While for publicly owned firms with diverse ownership the governance concern is primarily about the agency costs of management in relation to shareholders, for firms with controlling shareholders the fundamental concern that needs to be addressed by governance arrangements is the controlling shareholder’s opportunism. Additionally, in controlled family-owned entities, various family members often serve in executive management or board positions. Thus, minority shareholders of controlled entities are often concerned with self-dealing transactions and other types of expropriation or extraction of wealth by majority stockholders. But minority shareholders usually have limited power to affect the activities of the controlling stockholder through contesting control, voting rights, or pressuring the board of directors.
Corporate governance convergence theories have traditionally associated themselves with one of two opposing positions, convergence or divergence. The convergence theories contend that due to the competitive forces of economic efficiency there will be a global convergence in corporate governance rules towards the Anglo-American shareholder oriented model. Divergence theories generally argue that local institutions or culture will cause divergence as opposed to convergence; or, alternatively, at least make convergence unlikely. Especially, Scholars constantly argue that the power of “path dependency” creates an obstacle as jurisdictions prepare themselves to converge toward the shareholder-oriented/dispersed ownership model. Even if we assume that market forces urge the predominance of the shareholder-oriented/dispersed ownership model, certain path-dependent forces might serve as strong obstacles in spite of market pressure.
This paper describes that the experience in Korea did not support the traditional convergence theories because the borrowing of foreign law in successful economies tends to be highly piecemeal and selective. Company laws do not necessarily converge to more efficient or otherwise normatively superior points, but are influenced by fads and fashions.
Corporate governance is the problem of agency costs. These costs occur because the separation of ownership from management creates manager incentives that may be different from those of shareholders. In the corporate setting, the most important agency cost is the cost of monitoring agents by the principal. These costs are not imposed merely through direct monitoring. Rather, monitoring costs also include various mechanisms by the principal “to ‘control’ the behavior of the agent through budget restrictions, compensation policies, operating rules, etc.”
In Korea, concentration of ownership in public companies are controlled by a single shareholder, and significant corporate wealth in Korea is concentrated among a few families. Thus, it is less likely to have agency cost in those company. Nevertheless, the legal regime of Korean corporate governance mandatorily execute by applying a uniform standard to all listed company.
To conclude, this paper propose that Korean corporate governance system needs to be re-examined on the basis of controlling shareholder’s ownership rate and argue that standardized corporate governance is not desirable.
Corporate law scholars generally argue that the nature of corporate governance concerns differ based on the ownership structure of firms. While for publicly owned firms with diverse ownership the governance concern is primarily about the agency costs of management in relation to shareholders, for firms with controlling shareholders the fundamental concern that needs to be addressed by governance arrangements is the controlling shareholder’s opportunism. Additionally, in controlled family-owned entities, various family members often serve in executive management or board positions. Thus, minority shareholders of controlled entities are often concerned with self-dealing transactions and other types of expropriation or extraction of wealth by majority stockholders. But minority shareholders usually have limited power to affect the activities of the controlling stockholder through contesting control, voting rights, or pressuring the board of directors.
Corporate governance convergence theories have traditionally associated themselves with one of two opposing positions, convergence or divergence. The convergence theories contend that due to the competitive forces of economic efficiency there will be a global convergence in corporate governance rules towards the Anglo-American shareholder oriented model. Divergence theories generally argue that local institutions or culture will cause divergence as opposed to convergence; or, alternatively, at least make convergence unlikely. Especially, Scholars constantly argue that the power of “path dependency” creates an obstacle as jurisdictions prepare themselves to converge toward the shareholder-oriented/dispersed ownership model. Even if we assume that market forces urge the predominance of the shareholder-oriented/dispersed ownership model, certain path-dependent forces might serve as strong obstacles in spite of market pressure.
This paper describes that the experience in Korea did not support the traditional convergence theories because the borrowing of foreign law in successful economies tends to be highly piecemeal and selective. Company laws do not necessarily converge to more efficient or otherwise normatively superior points, but are influenced by fads and fashions.
Corporate governance is the problem of agency costs. These costs occur because the separation of ownership from management creates manager incentives that may be different from those of shareholders. In the corporate setting, the most important agency cost is the cost of monitoring agents by the principal. These costs are not imposed merely through direct monitoring. Rather, monitoring costs also include various mechanisms by the principal “to ‘control’ the behavior of the agent through budget restrictions, compensation policies, operating rules, etc.”
In Korea, concentration of ownership in public companies are controlled by a single shareholder, and significant corporate wealth in Korea is concentrated among a few families. Thus, it is less likely to have agency cost in those company. Nevertheless, the legal regime of Korean corporate governance mandatorily execute by applying a uniform standard to all listed company.
To conclude, this paper propose that Korean corporate governance system needs to be re-examined on the basis of controlling shareholder’s ownership rate and argue that standardized corporate governance is not desirable.
목차
Ⅰ. 서론
Ⅱ. 주식회사의 지배구조를 둘러싼 이론의 전개
Ⅲ. 기업지배구조에 대한 수렴논쟁
Ⅳ. 비교를 통한 기업지배구조 개선
Ⅴ. 결론
參考文獻
〈Abstract〉
참고문헌 (88)
참고문헌 신청
1. [단행본] - 김현종 / 2013 / 기업지배구조에 대한 다면적 분석 고찰 및 시사점 연구 / 한국경제연구원
2. [단행본] - 김화진 / 2001 / 국제기업지배구조론 / Stock
3. [학술지(정기간행물)] - 송세련 / 2007 / 기업지배구조와 M&A에 관한 정책과 법률의 한국적 적용 / 경희법학 42 (3) : 161 ~ 197
4. [학술지(정기간행물)] - 송종준 / 2011 / 회사법상 기업지배구조법제의 동향과 평가, 그리고 새로운 제언 / 상사판례연구 24 (1) : 3 ~ 41
6. [학술지(정기간행물)] - 정찬형 / 2009 / 주식회사의 지배구조 / 상사법연구 28 (3) : 9 ~ 67
2. [단행본] - 김화진 / 2001 / 국제기업지배구조론 / Stock
3. [학술지(정기간행물)] - 송세련 / 2007 / 기업지배구조와 M&A에 관한 정책과 법률의 한국적 적용 / 경희법학 42 (3) : 161 ~ 197
4. [학술지(정기간행물)] - 송종준 / 2011 / 회사법상 기업지배구조법제의 동향과 평가, 그리고 새로운 제언 / 상사판례연구 24 (1) : 3 ~ 41
6. [학술지(정기간행물)] - 정찬형 / 2009 / 주식회사의 지배구조 / 상사법연구 28 (3) : 9 ~ 67
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UCI(KEPA) : I410-ECN-0101-2015-360-001113228