차등의결권에 관한 소고 - 각국의 입법, 태도의 변화, 그리고 기업의 효율성을 중심으로 -

Dual class stock issued by a company giving different voting rights based on an investment of equal value. Through the dual class stock, the managers can exercise control rights of corporate governance with small equity rate. Though the principle of one share one vote as mandatory rule, it does not always mean that the rule does not allow issuing the dual class stock if there are plausible reasons for this existence. The revised Commercial Act of 2011 has introduced class shares, which refer to stock that differs in its content of right. Although the Commercial Act of 2011 permitted to issue the different kind of stock, it still has not allowed that the company has the dual class stock structure. Moreover, Corporate Laws and its interpretation take positions, which strictly restrict shareholders’ right to distribute voting power among them, while allowing them to the authority to make final decisions about other important corporate matters directly connected to the companies destiny such as M&A, amendments of articles of incorporation. Although there are some theories against the dual class share, there exists a strong desire to distribute freely voting power among shareholders regardless of the capital invested by each shareholder. In fact, shareholders have indirectly achieved their purpose by using circular equity investment, pyramid structure, and market for votes. In this regard, Corporate Laws need to change its obdurate attitude toward the voting rules in order to satisfy the desire with sufficient flexibility. Specifically, in order to achieve the efficiency from the voting rules, the dual class share structure would be the way which offers the appropriate alternative to current voting rule. For this reason, this article organizes as follows; First, as an introduction, the article introduces the current regulatory situation related to the one share one vote in Korea and gives a rise to a question whether the adoption of the dual class stock has harms on shareholders and the public. To do this, the article initially demonstrates the definition of the dual class share structure. Then the article gives the examples of the dual class share structure adopted by a worldwide basis. Afterwards, the article looks into the benefits of the dual class structure. Particularly, it demonstrates the empirical research for or against the dual class share structure. By comparing the results of the empirical research, the article finally evaluates the possibility of operating the dual class share structure in Korea. In sum, the article concludes that the dual class share structure has both positive and negative effects pertained to shareholders and the public. As the empirical studies show, the decision whether to adopt the dual class share structure or not is the matter which does not differ from that for M&A, amendments of articles of incorporation, or other fundamental corporate decisions. Accordingly, it must be considered that there is no reasonable ground to treat differently publicly held companies in comparison to closely held companies. Therefore the dual class share structure can be the better alternative way under the current situation in Korea.