기업지배구조와 M & A 에 관한 정책과 법률의 한국적 적용

Corporate Governance and the Market for Corporate Control - Law and Policy Considerations in Korea -

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.