장기주주와 장기자본 - 미국에서의 논의를 중심으로 - (Long-term Shareholder and Long-term Capital - Focusing on the discussions in the United States -)

서지정보

· 발행기관 : 한국상사법학회
· 수록지 정보 : 상사법연구 / 34권 / 2호 / 175 ~ 240페이지
· 저자명 : 서완석

초록

Short-termism refers to the investment approach in which investors “push managers to invest in short-term projects in order to keep earnings high. In this sense, investors who behave in a short-termistic manner may well have long holding periods, provided managers satisfy the investors' need for high earnings period by period.” Short-termism promotes a tendency to overvalue short-term rewards, invariably leading to an undervaluation of long term consequences.
For that reason, long-term shareholding is an essential, but increasingly scarce, commodity in a society currently consumed with a short-term orientation and an attention span that is mainly amenable to quick fixes. The economy needs long-term shareholders to provide prudent and profitable patient capital, generate an antidote to corporate short-termism, and spearhead managerial accountability. Finding shareholders who are willing to commit to a company for considerable periods of time and employ a long horizon approach to their investment, however, is a difficult undertaking. It requires a structure that provides the right environment and incentives for such investment. But recently, Professor Emeka Duruigbo introduces a revised version of the trust fund theory to provide such a structure. Accordingly, this Article presents professor Duruigobo’s revised version of the trust fund theory and deals with the if the theory can be applied in Korea.
Under this revived theory, the paid-in capital of some shareholders would constitute an expressly created trust fund for the benefit of creditors. Companies can create a separate class of common shares (Class T) to fund the trust. Holders of these securities will purchase the shares on the understanding that they will hold them for extended time periods, with ten-year restrictions on sale or transfer.
A revised trust fund theory could offer a framework for effective shareholder monitoring of management through emphasis on voice instead of unlimited exit, proceeding on the understanding that voice is not likely to be amplified where exit is not substantially constrained.
A core component of the revised theory is a trust fund that is financed by this class of shares that, in return for their relative illiquidity, enjoy special privileges in corporate governance, including voting on the corporation's long-term strategy, nominating directors on the company's proxy materials, and holding a number of seats on the board of directors.
This paper investigated from various angles such as need for long-term shareholders and long-term capital in our country and how to attract them

영어초록

Short-termism refers to the investment approach in which investors “push managers to invest in short-term projects in order to keep earnings high. In this sense, investors who behave in a short-termistic manner may well have long holding periods, provided managers satisfy the investors' need for high earnings period by period.” Short-termism promotes a tendency to overvalue short-term rewards, invariably leading to an undervaluation of long term consequences.
For that reason, long-term shareholding is an essential, but increasingly scarce, commodity in a society currently consumed with a short-term orientation and an attention span that is mainly amenable to quick fixes. The economy needs long-term shareholders to provide prudent and profitable patient capital, generate an antidote to corporate short-termism, and spearhead managerial accountability. Finding shareholders who are willing to commit to a company for considerable periods of time and employ a long horizon approach to their investment, however, is a difficult undertaking. It requires a structure that provides the right environment and incentives for such investment. But recently, Professor Emeka Duruigbo introduces a revised version of the trust fund theory to provide such a structure. Accordingly, this Article presents professor Duruigobo’s revised version of the trust fund theory and deals with the if the theory can be applied in Korea.
Under this revived theory, the paid-in capital of some shareholders would constitute an expressly created trust fund for the benefit of creditors. Companies can create a separate class of common shares (Class T) to fund the trust. Holders of these securities will purchase the shares on the understanding that they will hold them for extended time periods, with ten-year restrictions on sale or transfer.
A revised trust fund theory could offer a framework for effective shareholder monitoring of management through emphasis on voice instead of unlimited exit, proceeding on the understanding that voice is not likely to be amplified where exit is not substantially constrained.
A core component of the revised theory is a trust fund that is financed by this class of shares that, in return for their relative illiquidity, enjoy special privileges in corporate governance, including voting on the corporation's long-term strategy, nominating directors on the company's proxy materials, and holding a number of seats on the board of directors.
This paper investigated from various angles such as need for long-term shareholders and long-term capital in our country and how to attract them

참고자료

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