ScholarWorks@숙명여자대학교

초록

This paper is concerned with the problems and legal solutions of the voting rights of the National Pension Fund. The merger of Samsung C&T Corp. and Cheil Industries Inc. within the Samsung Group was successful with the assistance of the voting rights of the National Pension Fund. The management right of the Samsung Group was succeeded due to this merger. In this case, the Samsung C&T Corp. announced its plan to be merged into the Cheil Indusries Inc., whereby each share of Samsung C&T will be changed with 0.35 share of Cheil Indusries Inc. The Elliot Management, a minority shareholder of the Samsung C&T, criticized the merger ratio of 1:0.35, claiming it was absurd and too disadvantageous against the Samsung C&T Corp. The merger within the Samsung Group provoked a fierce debate over the positive voting rights of the National Pension Fund. Since the IMF economic crisis in 1998, the voting rights of the National Pension Fund, the largest institutional investor in Korea, have directed considerable attention toward the impact on corporate governance. Until now, the National Pension Fund has exercised its voting rights passively on a limited set of issues, such as election of executives and changing articles of incorporation. The National Pension Fund, as the largest institutional investor, has demanded the positive voting rights as a shareholder as well as the responsibility as a fiduciary. It is based on the shareholder activism and the Korean stewardship code. There are three legal solutions to solve the problems of the voting rights of the National Pension Fund. First of all, the reinforcement of the exercise of the positive voting rights of the National Pension Fund is needed through the amendment of guidelines related to its voting rights to solve the problems. Second, the National Pension Fund should introduce the Korean stewardship code for the responsibility as a fiduciary. Finally, the amendment of the Commercial Act related to the shareholder’s rights of the National Pension Fund such as the cumulative voting system, electronic voting system and the introduction of the multiple derivative suits is demanded to strengthen the positive voting rights of the National Pension Fund.

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