주요국의 기업집단 소유지배구조에 대한 비교분석

Abstract

There are many various perspectives in viewing corporate groups. This writer discussed the corporation groups under three points of view, namely the general concentration of economic power, ownership- governance mechanism of the corporation groups and the abuse of the status of corporation in the market. There is also an argument that it would be reasonable to have a separate law on corporate groups or at least have a chapter or section in corporate law concerning this matter. There is no objection to the idea of regulating corporation groups by law. Several scholars insist that it is only reasonable to include a chapter or section covering corporation groups in the Korean commercial code. Realistically, however, this is very difficult and the benefits are not material, either. This is partly due to the difficulty of stipulating a comprehensive legal code that regulate all corporation groups due to the wide range of potential issues that might concern such corporate entities. It seems reasonable to adopt only partially into the existing corporate law some elements of corporation group law, as in the case of Japan. To be included would be a complete or partial deregulation of the general concentration rule, a guarantee of autonomy on circulatory investment and conversion to a holding company system, as well as tunneling and the removal of propping. In particular, the control on corporation group under the Fair Trade Act should be removed. Corporation groups have a more efficient resource allocation function than any other capital market, and there are rarely those who object to the idea of corporation groups offering an efficient labor market. Meanwhile, corporation groups carry a high risk of potentially being used for the private benefit of control, which in turn can causes damages to creditors of the company, minority shareholders and employees. However, corporation groups are, in most cases, a natural byproduct of pursuing economic efficiency or the result of a mandate given by the government as part of an industrial structural reform. What is needed is the control on tunneling and propping. This must be addressed by the corporate law as it is an issue of conflict of interest between the stakeholders. Many regulations are being adopted to address this issue, albeit in a scattered manner. Corporate law must progress in the direction of adopting the many parts of the Fair Trade Act.