기업지배구조 개선과 공시주의 -의결권 대리행사의 권유를 중심으로 -

For a long time, a Board of Directors(the “BOD”) has been the center of the corporate management. However, since the Sup-prime Mortgage Crisis and prior economic crises, such directors supremacy has been criticized. Shareholder activism and its supremacy have been on the rise. I believe we have to keep in mind one point in reviewing this dispute. The important thing is to check the BOD so as to create the corporate value. Not to provide the shareholder with more powers itself. In strengthening the shareholder power, there are two ways. One is substantial endowment of a right. The other is enhancing the disclosure obligation of a corporation to the shareholder. Taking the first way, we have to be very careful because corporation involves various parties and related parties and very complicated mechanism works. In this paper, I suggest to take more reinforced disclosure system especially in the Proxy Solicitation. In the United States, the Dood Frank Act and SEC Rules have tried a lot of methods to check the BOD. SEC has been strengthening the Proxy Rules and Regulations. Recently, SEC provided the shareholder with the Proxy Access under its new rules. However, the court invalidated the new rule. I would like to introduce this movement and propose certain implication. It is generally believed that the shareholder should exercise its voting right in an appropriate way to improve the corporate governance and we should operate the shareholders’ meeting as a place for disclosing the information to shareholders. In this context, I suggest to impose more tight disclosure obligation on the corporation in a Proxy Solicitation. It means that a Proxy Statement must reflect more information which is material to the shareholders in exercising their voting rights. Especially I propose to link the annual report to such disclosure obligation. Trust is not only important in the family or friend relationships. In financial market, it is also very important. With such trust, the investors are willing to participate in the market and the market would prosper. Discloure system protect the shareholder's right in a substantial way. It also provides the corporation with indemnification. At the same time, it means the regulatory method to secure efficiency and fairness in the financial market. What kinds of information must be disclosed and who must stand the expenses should be open to the further discussion.