[Korea's financial standing hyomun newspaper reporter] had room is bigger than the claimed benefit the Korea Economic Research Institute (hangyeongyeon below) for the Democrats' amendments to the Commercial Code ", with the recent filing.
Hangyeongyeon through 13 days' comments on the five issues of the amendments to the Commercial Code, the jipeot issues raised in the recent amendments to the Commercial Code of the politicians. This amendment has appointed a separate audit committee, cumulative voting and electronic voting mandatory, multiple representatives sosongje introduced, including nomination rights granted to the gist of the ESOP.
According to the amendment to elect the General Director 'and directors become ever elected separated in a separate general meeting of shareholders for the "Audit Committee Directors to be members, and auditors have voting rights, even if major shareholders have, no matter how many shares are limited to 3% . Is that the bill strengthening the effectiveness of shareholder voting rights for limited than the current system, unlike the current batch seonimje from the first step to appoint a director to be the auditor to restrict shareholder voting rights to 3%.
In response hangyeongyeon criticized large foreign speculative capital to be exploited. Because speculative foreign capital is one people avoid the 3% limit 'equity split, and even if they can exercise all voting shares held less than a majority shareholder directors to represent their interests can be elected majority. Sovereign Sovereign and SK actually have a past conflict management control at the time of the stock SK 14.99% could not exercise the voting rights, while one side to split the shares held by each of five exercise all voting rights and 2.99% the largest shareholder SK only 3%.
Sinseokhun hangyeongyeon enterprises Laboratory, said, "Countries that restrict shareholder voting rights to 3% Amendments to us only to enforce the separation senior strengthen these restrictions runs counter to the nature of the Corporation system that severely limits the Director seonimgwon of shareholders" he said.
Meanwhile, Yu arrange Kangnam University law professor "There is likely to be a holding company who are Audit Committee separation elected mandate shareholder voting rights 3% limit strengthened measures with the particular holds many subsidiaries Equity cause serious harm" and "Holding Company as the government has encouraged the conversion of the company that has contributed to the transparency of the governance cycle this policy amendment may cause unexpected side effects, followed by the holding company to the government policy, "he feared.
Cumulative voting also insisted that seriously undermine the principles of civil law, private autonomy. Minority shareholders have cumulative voting was introduced in 1998 in favor revision to the Commercial Directors way to increase the chances of electing directors. However, the company does not want to exclude the cumulative voting could change the Constitution to introducing two or more shareholders in attendance voted in favor of third. At this time, it limits the voting rights of 3% minority shareholder that wants to introduce in the Constitution is not easy to eliminate differences would argue that it's currently in effect forcing the hangyeongyeon cumulative voting.
Hangyeongyeon is suggesting that this amendment will be mandatory in order to fundamentally prevent any possibility of exclusion to force a large number of shareholders do not want to cumulative voting. In response hangyeongyeon pointed out that it would seriously undermine the principle of private autonomy on civil law.
Espression Chonbuk National University Graduate School Professor of Law is when "each company because the direction of the pursuit, depending on the circumstances cumulative voting conducted if it is recommended leaving the enterprise autonomous" and "concentrated voting system is mandated our company by foreign speculative funds he said he'd seen a lot of damage. "
In most countries, the parent company Minority representatives may entrust a multi sosongje whether the interpretation of the Court recognized that a representative may file a lawsuit against the subsidiary management. There is also the parent company holds 100% stake in the subsidiary is recognized if and only if the two companies can be seen as economic dongilche. This system was recently introduced to the Japanese Commercial Code are strictly limited and the requirements must be such that the parent company holds 100% stake in the subsidiary. On the other hand, it is assessed that the amendment proposed by the Democratic Party is the parent company takes the form of the most powerful institutions in existence to allow multiple file a derivative suit, even if you have 50% equity of the subsidiary. In particular, the average ownership interest in the subsidiary exceeds 75% is a big threat to the nation holding company.
Graduate Professor gwonjaeyeol Hee law is there sikineunde disconnect the shareholders influence of the main operating parts one particular of the reasons to choose "a holding company, it is considered the group consisting of a plurality of companies by multiple derivative suit as one of the company by ignoring the legal personality of a company can be a big threat to the holding company system itself, "he said.
Also, if amendments are to be introduced subsidiary's management, case of being raised multiple derivative suit two euros sikyeotdaneun undermine the strategic business development drastically interests of determined investors parent company shareholders liable temporary to long-term perspective and ultimately is actively subsidiary of a long-term investment viscosities that can be contracted hangyeongyeon filed.
Giving an outside director to seonimgwon ESOP argued that as giving preference only to the shareholders belonging to a particular group (ESOP) violates the basic principle of shareholder equality principle of company law. Holds a stake that can not afford enough to move up to the voting rights of such shareholder while limiting to some shareholders are the result of granting voting rights to more than one weeks the intellectual can not be immune from judicial debate.
Choejunseon School Professor, Sungkyunkwan University Law has "earned director system is the modern business activities, in particular ventures or IT enterprise system is required to secure enhanced and fast international competitiveness of shareholder value, it is difficult to adopt because of the inefficiency of governance" and "tradition manufacturing is strong social market economic system, capitalism is based, the European bank of knowing if there mateulji free market capitalist economic system under the British stock market, the US, Japan, Korea, etc. that do not fit the system, "said evaluation. Europe and even the participation of workers in management is common to some extent also a trend to abolish or reduce the workers' participation in management agent for removal of the recent economic crisis.
Unlike expectations The electronic voting system utilized by the minority shareholders of the general meeting of shareholders participation would greatly increase the equity ratio of events to the actual e-voting in local companies to introduce an electronic voting system is only 1.62%, 1.44% in 2016 in 2015 did. This means that even if gotta amendment mandating electronic voting company is not stale or greater than such business risks that must be borne through. Sinseokhun hangyeongyeon company laboratory chapter shares of individual companies not to raise "e-voting is reasonable to be conducted flexibly according to the needs and circumstances of individual companies, such as current commercial law," it said "incentives to encourage shareholders' meeting participation of minority shareholders "he said.
Financial Daily Economic News FNTIMES - unauthorized reproduction for commercial purposes in accordance with the Copyright Act, No copying, distribution,
Copyright ⓒ Korea's financial newspaper & FNTIMES.com
