기업지배구조와 M & A 에 관한 정책과 법률의 한국적 적용

• 영문명: Corporate Governance and the Market for Corporate Control - Law and Policy Considerations in Korea -
• 발행기관: 경희법학연구소
• 저자명: 송세련(Song Ryan S.)
• 간행물 정보: 『경희법학』제42권 제3호, 161~197쪽, 전체 37쪽
• 주제분류: 법학 > 민법
• 파일형태: PDF
• 발행일자: 2007.12.30

영문 초록

Current discussions on corporate governance are distinctly rooted in the historical and social environments of the United States and Great Britain. As such, the measures and key issues developed may or may not be applicable to other markets and environments. Korea, subjected to the exigencies of the Asian Economic Crisis of the late 1990s, has for the most part accommodated the U.S. model of corporate governance, applying it first to banks and then to the industrial sector, through a series of legislative initiatives. This paper identifies and discusses issues related to the theoretical underpinnings of the current corporate governance model in order to discover what may be lacking in the discussion in regard to the unique circumstances of corporate governance in Korea. The U.S. and U.K. systems have placed much emphasis on the agency problem and the moral hazards it tends to spawn (as exemplified by the seemingly excessive executive pay trend in the U.S. and the size-oriented M&A waves of the 1970s, 80s, and 90s). However, although the agency issue is certainly a factor in Korea, as it is in all economies with a cadre of professional managers, it is not the most urgent matter. Rather, discussions on corporate governance in Korea should be focused on determining whether current corporate governance practice is sufficiently geared toward the innovations necessary for company success. This article argues that current policy governing Korean conglomerates may be misguided if the policy merely aims to remove corporate control from the founding family. This is so because the founding families productive contribution to the economy, a factor common to all family-held firms worldwide, may be stripped away without an adequate replacement for its legitimate function in the market, a function played (or at least expected) by institutional investors in the U.S. The framework for corporate governance and the market for corporate control from both a legal and a policy-oriented view need to be better suited to Korean circumstances in order to foster company innovation and the raising of professional managers. Discussions on corporate governance in Korea should be aimed at coming up with a governance philosophy that can accomplish both.

목차

l. 머리말 및 문제제기

ll. 기업지배구조의 이론적 배경과 한국적 특성

lll. 기업지배구조에 관한 법률적 및 정책적 환경정립

lV. 맺음말

키워드

기업지배구조 인수합병 재벌개혁 가족기업 이사회 미국법 지배구 조 철학 Corporate Governance Mergers & Acquisition Conglomerate Policy Family Enterprise Board of Directors American Legal System Governance Philosophy