株主의 理事選任權에 대한 實證的 分析

Abstract

According to 『the Modern Corporation & Private Property』 by Berle and Means, in a corporation where the stocks are highly dispersed so no interest is large enough to exercise influence on the affairs of the company, managers can dominate the control of the corporation (so called management control). In those corporations, the power to select directors lies in hand of management while shareholders are remained powerless. Being informed by their research, this thesis uses empirical method to examine following hypotheses. 1. Management has a actual power to select directors in the corporation where no controlling shareholders that exist in Korea. 2. Dispersion of share is common phenomenon in modern corporation in Korea. 3. Dispersion of share is a natural process in the result of expansion of corporations. To answer this question, the author exclude 27 corporations which are not expected to run general shareholders' meeting properly ,because they are under restructuring or administration by securities market, out of 675 whole listing companies registered at Korea Stock Exchange as of March, 2004. To find out the corporations without controlling shareholders, the author examined major shareholders' list of 648 firms and pick out the corporations where the amount of shares belong to a shareholders and its affiliates does not exceed 5%, which are the target of this research. This research has performed from March, 8, 2004 to June, 3, 2004. The researcher has interviewed, by phone, those who are responsible for general shareholders' meeting in target companies and top listed shareholders in each target companies. Followings are the findings of this research. 1. The present boards of directors play a keen part to determine succeeding board of directors even if directors are selected by the resolution of general shareholders' meetings according to the Commercial Code in the target firms. Management control is vivid in Korea, too as Berle and Means argued in their book. 2. The corporation without controlling shareholders do exist in Korea, the number of target firms, however, is only four. It means the dispersion of shares is not common in Korea. 3. The dispersion of shares in those 4 corporations is not the natural result of its expansion of business but privatizations of state owned corporations.