기업지배구조의 정치경제학:적대적 기업인수와 종업원 경영참여를 중심으로

Large Korean firms are facing a new corporate control environment as potential hostile takeover threats by foreign investors are rising and labor’s demand for managerial participation is intensifying. These two control related new phenomena in Korea are analyzed in the context of the political economy. Mark Roe’s theoretical framework in which a political ideology affects a corporate governance system serves as the basis for the analysis in this paper. Although the political wind in Korea is blowing toward social democracy common in continental Europe, the Korea specific economic considerations render the American model based on liberal democracy more appropriate for Korea. The American model allows active markets for hostile takeover but disallows employees’ participation in management. Various governance mechanisms which tend to be substitutes to some extent are not satisfactorily effective in Korea. Governance evaluations by international agencies show the Korean firm's internal control system based on board of directors, transparent accounting, disclosure and the like is ranked at the lower end. Since the Korean product market is still not very competitive, corporate performance is not pushed by competitive forces from domestic markets. Although a number of Korean companies are competing successfully in the global markets, even those companies are suffering from ‘Korea discounts,’ a phenomenon for deep undervaluation of Korean stocks. Some firms such as SK exhibiting a deep ‘parent company discount,’ became a takeover target by foreign investors like Sovereign Fund. In the absence of effective internal control mechanism and strong product market competition, an effective market for corporate control should play a strong disciplinary role for large chaebol companies. Therefore Korean government should be cautious at adopting institutional tools of control defense demanded by large companies and also try to keep the market for corporate control ‘contestable.’ Labor’s recent demand for participating in the top management decisions could be attributed to general employment uncertainty which had increased substantially since the 1997 financial crisis. Although financial economists tend to think that only shareholders are the major stakeholder group to bear residual risk, the theory of firm-specific human capital from labor economics implies that employees might also bear substantial risk, i.e., unexpected layoff and the resulting loss of earnings over and above the opportunity wage. The earnings risk stemming from an unexpected layoff could be managed either by employees’ active participation in the management decisions and/or by providing schemes of profit sharing and risk sharing at the firm level. As to labor’s participation in management, neither the hard type German model of codetermination based on social governance nor the soft type Japanese model of ‘works council’ workable due to lifetime employment is appropriate for Korean companies. A more suitable model for Korean companies seems to be a model softer than the German model but harder than the Japanese model. It is proposed that Korea strengthens the enforcement of a existing law for labor-management council, ‘Act Concerning the Promotion of Worker Participation and Cooperation.’ Regarding profits and risk sharing schemes, two suggestions are presented. The first is an ESOP with downside protection, commonly known as the leveraged ESOP and most popular in France. The second is ‘Layoff Insurance Fund.’ Firms could reserve a fraction of net profits in good years and withdraw cash to compensate workers being forced to leave in bad years. With such a risk sharing scheme, labor flexibility could be enhanced.