Recently the principles of Corporate Governance have been modified in many countries. The purpose of this dissertation is to explain how to enhance minor shareholders' rights in Corporate Governance. The practical measures can be divided into four categories; Firstly, a derivative action allows shareholders to monitor and redress harm to the corporation caused by the management where it is unlikely that management will redress the harm itself. It is the equivalent of a suit by the shareholders to compel the corporation to sue. It is a suit on behalf of the corporation, asserted by its shareholders. A derivative action allows shareholders to monitor and redress harm to the corporation caused by management where it is unlikely that management will redress the harm itself. The few remedies available to the stockholder of the parent against mismanagement, waste and other wrongs with regard to the subsidiary, the most significant and effective is the so-called double derivative stockholders' suit. Since the subsidiary nearly always has a cause of action against those who have perpetrated the wrong, and since a stockholder of the subsidiary may under certain conditions bring a derivative suit to enforce the cause of action in favor of the subsidiary, it should follow that stockholders of the parent, which is of course a stockholder of the subsidiary, should, at least in some situations, have a right to enforce the parent's derivative cause of action. Hence the derivative stockholders' action once removed, as it were, or double derivative suit. The double derivative action must be adopted in our Commercial code as soon as possible. Secondly, success of the shareholder activism, we examine voting outcomes and short-term market reactions conditioned on proposal type and sponsor identity. This thesis recommends to adopt stewardship code. England, Japan and other countries adopted that code. This Code defines principles considered to be helpful for institutional investors who behave as the responsible institutional investors in fulfilling their Stewardship responsibilities with due care both to their clients and beneficiaries and to investee companies. By fulfilling their Stewardship responsibilities properly in line with this Code, institutional investors will also be able to contribute to the growth of the economy as a whole. Thirdly, this thesis examines the appraisal right of dissenting shareholders and the applicable“fair value”. The number of both dissenting shareholders' appraisal rights law suits and the actions denouncing shareholders' oppression have increased significantly. Taking specific legal instruction from legal counsel, valuation analysts should have general familiarity with the professional guidance provided by the U.S. statutes, and relevant judicial precedents, japanese law and precedents. The "fair value" pursued by appraising the shares of the dissenters is definitely not readily calculated. Conceptually, it is hard to determine what is a fair result under this scenario. It can be said however, that at first glance, it all comes down to the following: (i) investment in a corporation is supposed to bring profits, the higher the risk in the venture (ii) the fair value of the shares paid to the dissenters must compensate shareholders for their investments, expectations, and results in a corporation. (iii) when the fair value is calculated, The "fair value" must be concerned about minor shareholders and major shareholders trade of stock market. Lastly, under the 2012 revised Korean Commercial Code, the stock repurchase is permitted with the profit available for dividends. As a consequence, the stock repurchase amount has been increasing sharply. This suggests that stock repurchase amount has to be restricted to 10% of the total number of issued stocks. In conclusion, the extension of minor shareholders' rights will help to improve the Corporate Governance. Above four measures can strengthen minor shareholders' rights. The author hopes four measures that the suggested measures will contribute to desirable the Korean Corporate Governance. ，韩语论文，韩语论文 |
