엘리엇 사태에 비추어 본 기관투자자의 의결권행사의 쟁점－국민연금의 의결권행사와 스튜어드십 코드를 소재로－

Abstract

This paper studied that it have become a problem in relation to the exercise of voting rights of the institutional investors in Elliott Hedge Fund affair. Especially, it is based on the exercise of voting rights of the National Pension Service and Stewardship code. There are three issues in relation to the exercise of voting rights of the National Pension Service in Elliott Hedge Fund affair. In the first place, the role strengthening problem of Expert Committee of the exercising of voting rights. In order to ensure the fairness and objectivity and to eliminate the external suspicions in the exercise of voting rights of the National Pension Service, the Expert Committee of the exercise of voting rights must decide important matters. Second issue is the strengthening of shareholder rights of the National Pension Service. Considering that main body of operation of the National Pension Service is the government, at this stage, it is important to dispel concerns about arbitrary voting through the exercise of voting rights that is on the basis of reasonable procedures and consistent standard. For a period of time, if the National Pension is consistent in carrying out their exercise of voting rights, concerns about this market are intended to be eliminated naturally, and predictability of the market will also increase significantly. In this way, companies would be careful about bringing a bill that is against the predictability of the market. Thus, in these cases, it would be able to consider that National Pension Service actively exercise shareholder rights other than voting rights. Third issue is about introduction of the Korea model of Stewardship Code. In order to reduce the burden of institutional investors and to protect the rights to know of the general investors, it is necessary to oblige the adoption of Stewardship Code - that is assumption that 'Comply or Explain Rule' - to a certain size or larger institutional investors. However, it should be cautious about introducing 'Collaboration With Other Investors Obilligation' because it may encourage the activities of shareholder such as hedge funds.