의결권행사자문회사의 문제점과 법적규제 동향

Over the last twenty-five years, institutional investors, including investment advisers, employee benefit plans, bank trust departments and funds, have substantially increased their use of proxy advisory firms, reflecting the tremendous growth in institutional investment as well as the fact that, institutional investors have fiduciary obligations to vote the shares they hold on behalf of their beneficiaries. Institutional investors typically own securities positions in a large number of issuers. In order to assist them in exercising their voting rights on matters presented to shareholders, institutional investors may retain proxy advisory firms to analyze and make voting recommendations on the matters presented for shareholder vote and included in the issuers’ proxy statements. The use of proxy advisory firms by institutional investors raises a number of potential issues. The most frequently raised concern about the proxy advisory industry relates to conflicts of interest. For example, to the extent that conflicts of interest on the part of proxy advisory firms are insufficiently disclosed and managed, shareholders could be misled and informed shareholder voting could be impaired. Voting recommendations by proxy advisory firms may be made based on materially inaccurate or incomplete data, or that the analysis provided to an institutional client may be materially inaccurate or incomplete. To the extent that a voting recommendation is based on flawed data or analysis, issuers have expressed a desire for a process to correct the mistake. To ensure the transparency the advisor should disclose it's politics for publishing recommendation and make available to its clients and other parties on a selective basis sufficient information about its procedures, methodologies so that they may understand how the advisor form the recommendation. There are two approaches for these concerns. One is to impose the duty to disclose, the other is to prevent certain conduct like transactions that make conflict of interests. It is desirable to rely more on the disclosure approach to ensure the efficiency for the parties and to go with international approaches.