황금주(Golden Shares)의 도입에 관한 입법론적 연구

Abstract

Generally, "Golden shares" is a preferred stock held in a corporation that government retains after privatization. These shares can allow a shareholder special rights: individual approval of major management decisions, vetoes of mergers and acquisitions, changes in the line of business, limitation on shareholdings. Absolute veto and decision making power in the general meeting are characteristics of golden shares. and golden share's arrangement relates to changes in company's shareholder structure. These are devices of specific influence by general company law or special legislation. Golden share's arrangement generally has a limited-time period and a limited scope of control right. Sometimes, the special rights automatically terminate after determined period. Golden shares have been designed to protect the national interest: strategic industries to the national economy, sensitive economy spheres, national strategy industries. Chater3 describes the characteristic and practical use of golden shares in England and France. Up to recently, the retention of these shares was a popular device used by European Community Members States in order to retain control of businesses that had been privatized. But the European Court of Justice has raised serious problems as to the legality of these golden shares under the EC treaty. The ECJ did not rule that all arrangements of golden shares are incompatible with the EC treaty. Anyhow, The ECJ requires the appropriate subject of the golden shares and the least restrictive means of achieving the objective of golden shares arrangement. In Korea, The golden shares have been debated in relation to privatization of public enterprises. All of privatizing public enterprises don't require golden shares. However, It is effective for the government to retain these in the monopoly privatizing enterprises which are still very important in the national economy. Surely, It can be said that the government has the golden shares in the privatized enterprises, bank, or various private companies on the company law in the light of Chater 4. But With adoption of golden shares in Korea, Problems such as the principle of shareholder equality, right of exquisitor, the government's economic intervention may arise. It is desirable to consider exceptional usages in limited areas in need of adoption of golden shares related to national interest, strategy.