종류주식의 다양화가 기업지배에 미치는 영향

Abstract

It is natural for shareholders to have rights to have dividend payments, to have a share in the remaining corporate assets upon litigation, and to vote in the shareholder meeting. However not every shareholder can demand the same degree of these rights. There are shareholders who have different needs and interests. For example there must be shareholders who are only interested in the recovery of dividends not voting rights or those interested in making specific decisions. In this case, if the company can appropriately respond to those needs, it can expand possibility to secure funds in a faster and more favorable way. Given the diverse needs, the new corporation law implies its agreement with issuing class shares containing different rights. Shareholders should be treated equally, but there are arguing points when it comes to the principle of the equal treatment of shareholders in deciding the contents of the class shares. The class shares that exclude or limit the voting rights are being discussed in terms of defense measures of hostile takeover bids and corporate governance. There is an argument that the shares indicating different rights in proportion to the ownership for the same sort of stock are against the principle of the equal treatment. It is critical to respect the principle of proportionality including one share-one vote rule, and complacency in applying the principle can cause diverse damages. The class shares for different voting rights can be a strong defend measure, and so, they imply a lot of risks such as damaging the interests of minority shareholders or abusing the executive director status and its power. To reduce the problems of the class shares for voting rights,active execution of shareholder rights is necessary, and yet, minority shareholders should exercise their voting rights, which need relatively small expense. The advantage in actively exercising these voting rights is to be able to realize hostile takeovers for low cost. If the interest in exercising voting rights through a public announcement rises, it is expected that hostile takeovers for low prices will increase and effective monitoring on management with low cost will be possible.