헤지펀드 행동주의가 증가한 원인과 대응방안 - 미국 사례를 중심으로 -

Due to a recent and sudden rise of a hedge fund activism, corporate governance tends to be changed from board of directors-centered- structure to shareholders-centered structure. In investigating such increase by looking at the cases from the United States, the causes of such increase can be found and explained from the following – decline of staggered boards, growth of proxy advisory firms, amendment of the SEC rules and regulations in respect of proxy, reduction of certain agendas where a brokerage firm can cast a vote, “wolf pack” tactic, conceptual decrease of the notion of “Group”, requirements to grant a proxy access. Further, the companies that hedge fund activist is generally targeting have certain characteristics which include a high ROA(return-on-assets) and a low dividend rate. If we examined the impact of the hedge fund activism in corporate governance aspect, notwithstanding that corporate governance tends to be changed from board of directors-centered-structure to shareholder-centered-structure, it is very important to keep and maintain the proper balance between two authorities. Moreover, with respect to a business performance, some studies found a positive correlation for both long term and short term between a business performance and hedge fund activist, but because it is uncertain how to distribute the capital returns in a target company or why the stock price of such target company rise, further study in respect of such correlation should be conducted to understand the relationship between the business performance and hedge fund activism. Lastly, as a countermeasure against hedge fund activism, this Article will compare, discuss and analyze the key difference between the laws of the United States and the laws of the Republic of Korea in respect of the staggered boards, the condition or requirement for minority shareholders to exercise their voting right and a mandatory reporting requirement by majority shareholders.