지배주주의 소유-지배 괴리도가 이사회의 사회적 독립성에 미치는 영향에 대한 연구

This study focuses on the role of social independence of board of directors to examine the effects of ownership-control disparity of controlling shareholders on the firm performance. Prior studies posit that controlling shareholders, to maximize their own private benefits, will engage in tunneling behavior whereby they transfer resources and profits from those firms where they have relatively small ownership to other firms where they have large ownership. These studies find a negative relationship between ownership-control disparity and firm performance. In this study, we investigate the role of board of directors because when boards effectively function, controlling shareholders’ tunneling behaviors will be less successful. We, therefore, expect that controlling shareholders will have a strong incentive to shape the board by appointing outside directors who are more likely to comply with them. We argue that directors who are socially connected with controlling shareholders will be such directors. Using data from group-affiliated Korean firms from 2007 to 2008, we find support for our theory. Controlling shareholder’s ownership-control disparity (1) decreases firm performance, (2) but increases the likelihood that controlling shareholders have school ties with outside directors. (3) We further find that high school ties mediate the negative effects of ownership-control disparity on firm performance. This study contributes to corporate governance research by examining the importance of the social independence of board of directors in understanding the relationship between controlling shareholder’s ownership-control disparity and firm performance.