한국기업의 지배구조 개혁 과정에서의 Decoupling에 대한 연구

Abstract

Governance reform is one of main issues in corporate restructuring in Korea since the currency crisis in 1997. The agency problems by the controlling shareholders are regarded to be a reason to cause the less-competitiveness of Korean companies before the crisis. After the crisis, the controlling shareholders were criticized to weaken the competitiveness of the companies and it is argued that various control mechanisms should be introduced to monitor the transparent and effective decision makings by the controlling shareholders. After the crisis, the ownership of the outside block shareholders increased and these shareholders were expected to control the agency problems by the controlling shareholders and the board reform was introduced to monitor the management. The main objective of this study is to analyze the impact of these major large shareholders and board of directors on stock repurchase in Korean companies. The stock repurchase means the amount of stocks purchased by the firm itself which issued the stock. Stock repurchase has been increasing dramatically last decade both in America and Korea. In this study,we interpret the stock repurchase as the buy-back program of the share to strengthen the control power of the management against the governance reform. If the corporate governance reform in Korea is done due to the outside pressure, the decoupling can happen in the process of the reform. Governance reform leads to weakening the control power of the management and monitoring their behaviors more closely. The stock repurchase can be the decoupling from the weakened control power of the management after the governance reform. The major assumption of this study is that the governance reform in Korean companies was performed not from internal necessity but from outside pressure. The most studies about corporate governance are rooted in agency theory as the theoretical background, but this study adds institution theory as a theoretical lensto explain the governance reform in Korea. Based on institution theory, Korean companies tried to reform governance structure to adapt to institutional pressures and the adaptation to this pressure can provide the firms with social legitimacy and support. It is explained that the decoupling can happen after the adaptation to the outside pressure which is not consistent with the internal system. Because governance reform was pressed to all Korean companies after the crisis, the fact that the decoupling like stock repurchase program has happened from the reform tends to provide much implications both in academics and practice. Corporate governance reform adopting American governance structure is made around the world during last decade. This reform effort was mainly made as the adaptation to institution pressure. Institution theory asserts that introduction of new organization structure or managerial practice in organization pursuing legitimacy may cause decoupling and we hypothesize that stock repurchase is a decoupling from governance reform in Korean companies. Controlling shareholders tend to repurchase the stocks to maintain managerial power after governance reform which is largely pressed to all Korean companies after the currency crisis in 1997. Our research model is that governance reform in Korean companies, represented by decrease in controlling shareholder ownership, increase in institution investor ownership and foreign investors ownership and increase in the outsider ratio in the board, is positively related with the amount of stock repurchase. All hypotheses are supported in our analysis which is performed for the database of Korean listed firms during 2002~2003. Analysis of the decoupling from the governance reform offers the following contributions. First, we can understand the corporate governance reform in emerging economy based on the institution theory. Institution theory explains the governance reform as the phenomena embedded in social environment. In agency theory, governance structure is understood in the relationship among shareholders, managers and the board of directors. From institution theory, we can view corporate governance as connected with various outside factors. Second, this study helps to understand how American management system spreads to other nations. Most management innovations originate in America and other countries try to imitate these innovations and make the domestic firms to accept them. Many other countries introduced market-oriented governance system from America and in some countries, the different institution environments made this introduction ineffective. The spread of American system worldwide may be understood to cause ‘institutional isomorphism’ and the negative reaction to this isomorphism pressure may happen. In this sense, the spread of American system in other countries can be described the three stages as isomorphism pressure, decoupling, and final adaptation. Third, this paper contributes to understand the corporate governance in emerging economies. There exists inferior governance structure in the companies in emerging economies. In these countries, ownership and control are not separated and the controlling shareholders govern the companies as the owner-managers. The control mechanism against the controlling shareholder does not exist. This is also same with Korean companies and after the crisis Korean companies have been pressed to build the control mechanisms against the controlling shareholders. In this study, convergence is made from institution pressure to adopt American governance structure. This converging phenomenon is happening in many countries in Europe and Asia, but decoupling explained in this study may postpone the completion of the convergence. This study can be extended to the study about process of global spread of managerial practice. Tempel and Walgenbach (2007) explains that the debate as to globalization of organization form and managerial practice has developed in the institutionalist strand of organization theory. According to their arguments, new institutionalists tend to emphasize the global diffusion of practice based on legitimacy, but pay little attention to how such practices are interpreted or translated as they travel around the world. In the other hand, business system approach highlights how business continues to be influenced by the national institutional frameworks in which it is embedded. In institution theory in our study similar to new institutionalist in Tempel and Walgebach (2007), how new practice is interpreted or translated in new environment can be explained by the concept of decoupling. This is another contribution of our study. There are large amount of studies about emerging market, but corporate governance in this region will supply large research opportunities. Business group which is the typical conglomerate in this area is very weak in governance structure, because it is governed by a family and the successor is usually from the family. There exist few managerial control mechanisms in business group. Many firms from emerging economies go abroad and become multinationals, but improvement in governance structure is a critical matter to advance the competitiveness of this companies. Even Samsung, a Korean excellent business group, is weak in governance structure and is criticized for the agency problems of the controlling family in CEO succession in 2008. This study can contribute to the better understanding about business groups in emerging market. This study is about how business groups respond to the diffusion of American governance structure. This study provides diverse policy implications. First of all, policy makers must consider the effectiveness of governance reform, when they press it to domestic firms. American governance structure originates in different institution environment from where the policy makers and firms reside in. Even if domestic firms adopt new governance structure to acquire legitimacy, the new structure may be rejected or delayed by some managerial resistances. Difference in institution environment can be an obstacle to introduction of new structure. In addition, governance reform targets to reduce the power of controlling shareholder to expropriate the wealth of other shareholders and the reaction of controlling shareholder to maintain this position should be expected.