＂Golden Parachute＂ 계약의 적법성과 그 남용의 규제 ―미국 및 독일에서의 논의와 시사점을 중심으로―

Today, the excessive executive compensation, which is called a 　Golden Parachute　, has been increasing in the name of the improvements of the corporate governance in the international corporate culture and practice. It is the result of entrenching a particular version of the 　shareholder value　 norm, associated with short-run share price maximisation. Irrespective of the pros and cons surrounding justifications of the Golden Parachute agreement, US courts have been upholding its legal validity in the most of the cases. Meanwhile, German Stock Corporation Act provides that the aggregate executive compensation shall bear a reasonable relationship to the duties of director and the condition of the corporation. By judgement of 21 December 2005, in the Mannesman case, the federal high court repealed the acquittals by the District Court and remanded the case for retrial in accordance with its legal rules. This legal remarks of the decision are vital for current German Law on executive compensation. The above issue is on the per se legality of the Golden Parachute agreements, but more important thing is to prevent the abuse of the excessive compensation. The US Internal Revenue Code regulates the excessive compensation by restraining or prohibiting the deductibility of the excessive compensation under the certain conditions, and SEC rules requires the corporation to disclose the annual pay and the individual details of the top 5 executives. The mandatory disclosure is believed to be able to effectively monitor abusing the compensation and to contribute to the reasonable investment in the securities market. In this paper, the justifications and the standards of the Golden Parachutes in the US and Germany are thoroughly analysed. Nowadays there has been rising some phenomenon to use the Golden Parachutes agreements in the Korean Listed Companies for defending the corporate control against the future hostile takeovers. This Paper suggests the legal standards to validity of the Golden Parachutes and concludes that some desirable legislative solutions to prevent the corporations from abusing excessive compensation agreements should be implemented to the Commercial Law, Tax Law and Securities Exchange Law, based on the US and German legal system.