종류주식 다양화의 법적문제

Abstract

As it has been suggested that Korean Commercial Code, as it stands, is not sufficient to efficiently raise funds, many discussions on diversification of class shares have been developed. Diversification of class shares has not only a function to raise capital but practical usages so as to defend management control. They could make a contribution to revitalize capital markets through diversifying investment vehicles and raise corporate competitiveness as well as make it maneuverable to employ funds. However, as it is not easy to introduce new types of shares to Korean Commercial Code which are to be used as a way to defend a possible hostile takeover attempt, discussions on diversification of class shares are now under way. It is because the diversifications could be so misused as tools to perpetuate corporate control or abuse the right of management that they would damage business management, transparency of corporate governance, or stimulation of corporate restructuring. Though Poison Pill has been recently discussed in Ministry of Justice except Multiple Voting Shares, the former is not tied up with raising capital but related to corporate governance because of the limited capacity protecting established executives and shareholders' benefits. In that the purpose of diversification of class shares is to effectively raise funds, it is more efficient to introduce Multiple Voting Shares than Poison Pill. The difficulties about Multiple Voting Shares would be solved by the following reasons. First, supposing corporate governance and cash flow rights are separated, Multiple Voting Shares could enable corporate control to be assigned to the persons concerned. Second, on the assumption of sufficient disclosure, investors have the options of Multiple Voting Shares. In particular, it would attract long-term investment which is to secure stable financing that Multiple Voting Shares are allocated by how long they have been owned. Needless to say, we should set up a legal system that differentiates the voting rights by holding periods, prepare the mechanism that regulates the proportion of their issues, and arrange supplementary measures such as methods to adjust conflicting interests between share holders, consolidate the outside-director system, and intensify the duty of loyalty.