김화진, 미국법 상의 복수의결권주식, 2017.04, 선진상사법률연구
Abstract
Dual-Class Capital Structures under the U.S. Corporate Law
Kim, Hwa-Jin
This Article discusses the dual-class capital structure from the perspective of law and economics. As the dual-class commons constitute one of the core elements of corporate governance of US firms, there have been much discussion about the need to introduce them into the Korean corporate law. However, the dual-class structure is tainted by the notion that it may contribute to the management entrenchment and perpetuating control of controlling minority shareholders of Chaebols. This Article tries to make a point that the dual-class capital structure is misunderstood in Korea through emphasizing their widespread use in the United States and Sweden. Further, this Article introduces the time-phased voting system to add an important material to the discussions on the dual-class structure in particular, and corporate governance of Korean firms in general. This Article also discusses some policy and practical issues relevant to the introduction of the dual-class structure in Korea.
Key Words : Dual-Class Common, Initial Public Offering, Takeover Defense, Circular Shareholding, Corporate Governance, Google, Berkshire, Alibaba, Hong Kong Stock Exchange
김화진, 미국법 상의 복수의결권주식, 2017.04, 선진상사법률연구
Abstract
Dual-Class Capital Structures under the U.S. Corporate Law
Kim, Hwa-Jin
This Article discusses the dual-class capital structure from the perspective of law and economics. As the dual-class commons constitute one of the core elements of corporate governance of US firms, there have been much discussion about the need to introduce them into the Korean corporate law. However, the dual-class structure is tainted by the notion that it may contribute to the management entrenchment and perpetuating control of controlling minority shareholders of Chaebols. This Article tries to make a point that the dual-class capital structure is misunderstood in Korea through emphasizing their widespread use in the United States and Sweden. Further, this Article introduces the time-phased voting system to add an important material to the discussions on the dual-class structure in particular, and corporate governance of Korean firms in general. This Article also discusses some policy and practical issues relevant to the introduction of the dual-class structure in Korea.
Key Words : Dual-Class Common, Initial Public Offering, Takeover Defense, Circular Shareholding, Corporate Governance, Google, Berkshire, Alibaba, Hong Kong Stock Exchange