KDI 한국개발연구원

요약 Prefacets
Contents
Summary

Chapter 1 Governance in the Context of Corporate Groups: A Perspective of Corporate Law and Securities Regulation
　1. Introduction
　2. Status of Corporate Groups
　2.1. Problem
　2.2. Difficulty in Definition
　3. Corporate Law
　4. Securities Regulation
　5. Legal Framework in Japan
　5.1. Statutes
　5.2. Cases
　6. Issues Debated in Japan
　7. Conclusion
Comments on “Corporate Governance in the Context of Corporate Groups”

Chapter 2 Corporate Governance and Company Groups: Considerations from the OECD Principles
　1. Company groups are widespread
　2. The potential problems with company groups
　3. How do the revised Principles deal with company groups?
　4. The policy response to company groups in some countries
　5. Tentative conclusions
Comments on “Corporate Governance and Company Groups”

Chapter 3 Shareholder Rights in Holding Companies and Subsidiaries
　1. The position of groups in business practice
　2. The goal of this study
　3. The issue of corporate governance in groups
　4. A definition of groups
　4.1. “Common strategy” as the main characteristic of groups
　4.2. The application of the common strategy
　5. The regulation of company law relating to groups
　5.1. The rules in the 3rd book of the German Stock Corporation Act
　5.2. The “Group” as a special form of legal organistion
　6. The special legal situation of the controlling company
　6.1. Far-reaching changes in formation of intent and decision-making for the controlling company due to the group situation
　6.2. The foundation of a group
　6.3. Group aims and the business activities of the group as stipulated in the articles
　6.4. Group name and the names of the group companies
　6.5. The disclosure of the group structure: the group register
　6.6. Responsibility for the group strategy
　6.7. Responsibility for group supervision
　7. Shareholder rights in Holding Companies
　7.1. The legal situation in unconnected companies
　7.2. Problem areas /Open Questions
　7.3. Shareholders’ Rights in the General Meeting
　8. The special legal situation of the controlled company
　8.1. Far-reaching alterations regarding the formation of intent and decision-making in the controlled company due to the group situation
　8.2. The foundation of the group
　8.3. The competencies of the management board of a dependant company.
　8.4. The responsibility for management supervision
　8.5. The rights of the minority shareholders of a subsidiary
　9. Group-internal relations
　10. Outlook
Comment on “Shareholder Rights in Holding Companies and Subsidiaries”

Chapter 4 The Utility of the “Piercing The Corporate Veil” Doctrine in American and South Korean Corporate Law: An Essay
　1. Piercing The Veil: The American Experience
　1.1. Clarifying the Terminology: The Scope of the Doctrine
　1.2. Inherent Flaws Of The Veil Piercing Doctrine: Imprecise Standards and Confused Application
　1.3. Proposed Solutions to The Doctrinal Quagmire\
　1.4. Some Conceptual Observations
　2. The Utility of Veil Piercing In A Corporate Group Setting
　2.1. Korean Veil Piercing Case Law and The Lessons Drawn From It
　2.1. Some Modest Proposals
Comments on “The Utility of the “Piercing The Corporate Veil” Doctrine ”

Chapter 5 The Role of Independent Directors in Corporate Groups
　1. Corporate Governance in Korea
　1.1. The Dominance of the Chaebol
　1.2. Evidence on the Effect on Minority Shareholders
　1.3. Reforming the Chaebols
　3. Corporate Governance in the United States
　3.1. Dispersed Public Ownership
　3.2. Evidence on the Effect of Independent Directors
　3.3. Reforming the Role of Independent Directors
　4. The Role of Independent Director in Korea and the United States
　4.1. Korean and United States’ Independent Directors Compared
　4.2. The Path Forward for Independent Directors in Korea
　4.3. Independent Directors in the United States: The Path Forward?
　5. Conclusion
Comments on “The Role of Independent Directors in Corporate Groups”

Chapter 6 Simultaneous Determination of Corporate Control Mechanisms and Performance of Korean Companies
　1. Introduction
　2. Overview of Controlling Mechanisms
　2.1. Insider Ownership
　2.2 Outside Blockholding
　2.3 Institutional Shareholding
　2.4 Board Composition
　2.5 Capital Structure
　2.6 Dividend Policy
　2.7 Market for Corporate Control
　2.8 Interdependence among the Corporate Control Mechanisms.
　3. Data, Model and Methodology
　3.1. Data
　3.2. Model and Methodology
　4. Empirical Results
　4.1 Summary Statistics
　4.2 Estimation Results
　5. Concluding Remarks
Comment on “Simultaneous Determination of Corporate Control Mechanisms and Performance of Korean Companies”

Chapter 7 What Determines the Ownership Structure of Business Conglomerates?
　1. Introduction
　2. Ownership Data
　3. Computation of Voting Rights and Cash Flow Rights
　4. Hypotheses and Methodologies
　5. Results
　5.1. Summary Statistics
　5.2. Profitability, Risk, and Choice of Disparity
　5.3. Contribution to Group Control and Choice of Cash Flow Right
　6. Concluding Remarks

Chapter 8 Why does Managerial Misconduct Persist? The Role of Controlling Shareholders in Corporate Governance
　I. Introduction
　2. Existing Literature
　3. Empirical Hypotheses and Data
　4. Empirical Models and Results
　4.1. Ownership and the Composition of the Board
　4.2. Ownership and the Number of Committees of the Boards
　4.3. Ownership and Cumulative Voting Scheme
　5. Ownership and Change in Corporate Governance Scores
　6. Summary
Comments on “Why does Managerial Misconduct Persist? The Role of Controlling Shareholders in Corporate Governance”

Chapter 9 A Defense of Shareholder Favoritism
　1. Introduction
　2. Framework and Preliminaries
　2.1. Shareholder Preference
　2.2. B's Demand-side
　2.3. Equilibrium Expectations
　3. Side Payments Prohibited
　3.1. Expropriation stage
　3.2. Takeover Stage
　3.3. Commitment Stage
　3.4. Equilibrium
　4. Side Payments Permitted
　4.1. Expropriation stage
　4.2. Takeover Stage
　4.3. Bargaining Stage
　4.4. Toehold Stage
　4.5. Commitment Stage
　4.6. Equilibrium
　4.7. Observations and Discussion
　5. Caveats and Extensions
　6. Conclusion
Comments on “A Defense of Shareholder Favoritism”

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