기업집단 공시의 제도적 함의와 그 한계에 대한 개선 방향

Abstract

The structural characteristics of the Korean market, where economic power is concentrated in a small number of companies, were the background of the revision of the Monopoly Regulation And Fair Trade Act (MRAFTA) that was aimed at preparing an institutional mechanism for regulating economic power. This is called the 1986 system for corporate group (business group) regulation. However, despite the changes in the economic environment, the legal regulatory system has been maintained in a way that only some regulatory contents are revised while the basic framework stayed the same for more than 30 years since its introduction. Accordingly, the necessity of preparing effective improvement measures is emphasized along with a fundamental review of whether the existing regulatory framework is still valid. In this context, this paper first outlines the policy implications of the economic power concentration control system and the aspect of enacting and revising the MRAFTA, then reviews the general understanding of disclosure and different properties of disclosure under the MRAFTA, and explains the introduction and contents of major disclosure systems. Under the MRAFTA, the general nature of the disclosure is relatively weak, which is the provision of information or notification for “stakeholders and other ordinary people.” On the other hand, due to the purpose of the disclosure of “market monitoring of corporate groups,” the regulatory nature is relatively strong, and the main target of providing corporate group information is virtually limited to competition authorities. In this context, it would be appropriate to point out that the disclosure under the MRAFTA, and above all, the designation of a group of companies subject to disclosure, is a “regulation for regulation” due to its functional nature, and at the same time, there is a clear difference between competitors and companies. From the perspective of the Fair Trade Commission(FTC), the designation of a corporate group subject to disclosure can have a realistic meaning of inclusion, that is, a change in the regulatory environment, as a different level of market monitoring regulation. The FTC has consistently presented the policy goals of ‘improving the effectiveness of disclosure information’ and ‘reducing the burden of disclosure on companies’ for each attempt of improvement in the disclosure system, but in reality, the disclosure obligation has shown a tendency to expand, and the trend of the number of designated corporate groups increasing continues. Moreover, from the perspective of competitive authorities, it is true that it is not easy to actively initiate fundamental changes to the regulatory framework, as it facilitates the task of determining the scope of the regulatory subject and, at the same time, a temporary regulatory effect can be expected from the designation itself. On the other hand, from the point of view of companies, since the burden of providing extensive enterprise information itself and the burden of regulation by competition authorities due to disclosure violations coexist, continuing fundamental and comprehensive discussions to improve the system is required.