의결권 자문회사에 관한 입법 과제와 법적 쟁점

Proxy advisors such as US Institutional Shareholder Service (ISS) and Korean Corporate Governance Service (CGS) provide purportedly independent proxy research and voting advice to pensions and other institutional investors. They have been powerful players in corporate governance world and play an increasingly important role in shareholders’ meetings, since many institutional investors employ the services of proxy advisors to analyze and make voting recommendations in exercising their voting rights. The rise of proxy advisors has attracted the attention of corporate academics and regulators. This paper proceeds as follows. Part II. analyses the reason for growing importance of the proxy advisors, and overviews the market for proxy advisory industry. Part III. then considers criticism and concerns about the proxy advisors including the problem from an agency theory perspective, conflict of interests, proxy advisors’ potential influence on proxy vote, poor responsibility to their clients, and regulatory vacuum. Part IV. discusses whether and how to regulate the proxy advisors focusing on recent international reform proposals in European Union, Germany, and US, and reviewing various approaches to possible regulation. Finally, Part V. examines two important issues: proxy advisors’ potential liability for false voting recommendations, and whether the proxy advisor and its co-clients are required to disclose their shareholdings (5% rule).