A Comparative Study on Corporate Governance Models and Controlling Shareholders in Korea and the U.S.

The U.S. corporate governance model is one of well-functioning and effective market-based models for protecting minority shareholders. By adopting laws and corporate governance concepts similar to the U.S., South Korea has attempted to improve its own corporate governance system in recent years. This article examines the debate about corporate governance models and reviews the origins of ownership structures which influence corporate governance paths in Korea and the U.S. in order to shed light on key elements needed to improve corporate governance in Korea. It analyzes the ownership basis for corporate governance structure and controlling shareholders' roles in Korea and the U.S. After that, it will propose that the Korean Commercial Code needs to adopt and apply more detailed fiduciary duties to directors and expand them to controlling shareholder to reduce their incentive for self interested business decisions to protect minority shareholders rights.