증권회사의 지배주주에 대한 승인제도의 개선과제

Previously, once a company received a securities business license and started operations, a change in the principal investors through share acquisition by a third party was not regulated as there were no systematic procedures to check that new investors met the requirements for principal investors. As a result, it was possible for a third party who was unqualified to manage a securities business to acquire shares of a securities firm and become the principal investor. To remedy this, Article 32-3 was added to the Securities and Exchange Act in 2006 and required a third party who intended to become a controlling shareholder to obtain approval from the Financial Supervisory Commission in advance. However, this requirement raised questions on the definition and qualifications of a controlling shareholder, approval requirements and approval procedures. This article researched foreign cases from other advanced countries on these controversial issues and has made the following policy recommendations. By definition, the “largest shareholder” should own at least 25% of voting shares. A foreign individual should be allowed to become a controlling shareholder and under requirements for a controlling shareholder, the major shareholders should not be limited to domestic companies. Changes should be made to clarify the approval criteria and simplify the approval process. Moreover, as obtaining prior approval has some limitations, changing to a post approval system should be considered.