지주회사 전환과 지배구조 리스크: 만도 사례를 중심으로

Abstract

This article explores the ways in which Halla Group has been transforming into a holding company system and what implications the case has for Korean corporate governance. This article reviews the unreasonable corporate governance of Chaebol by analyzing the case of Halla Group's process of spin-off into a holding company. This study also investigates changes in the stock share of the major shareholder as well as changes in the stock price during the transition of the holding company from the perspective of the conflicts of interest between the controlling shareholder and minority shareholder. The case of Halla Group shows us how the largest shareholder has dominated in both ownership and management. The shares of the largest shareholder increased not only for the holding company but also for the operating company in the process of the spin-off. Previously, Mr. Mongwon Chung, the largest shareholder in Halla Group had a bad reputation in Korean capital markets because he diverted funds of the excellent subsidiary companies, Mando Company, to other insolvent affiliate, Halla Construction Company. At that time, the active shareholder engagement of small institutional investor did a significant role in the way that it broke the unreasonable management practices of Halla Group. The directors or officers of listed companies in Korea should let the Halla Group case be a good lesson on the importance of the fiduciary relationship with shareholder. They should realize that reasonable corporate governance through the establishment of solid fiduciary relationship is necessary to develop the company and capital markets in Korea as a long-term perspective. We also recommend the enhancement of the shareholder rights along with improving the proxy voting of institutional investor.