기업지배구조에 관한 한일간의 차이점과 시사점 -경제민주화법안⋅방어수단을 소재로-

This is a review of the differences between Korea and Japan regarding corporate governance. Regulations on corporate governance are exactly the opposite in the main content, although it is believed that Korea will be very similar to Japan. First of all, it is a system to inquire the responsibility of the management. The Japanese system is real and efficient. A derivative suit can be filed by a shareholder with one stock. Multi-derivative suit has been enacted for the first time in the world. The opportunity to exercise voting rights is strictly guaranteed. However, in Korea the derivative suit is a minority shareholder right. Multi- derivative suit has not yet been introduced. The opportunity to exercise voting rights is very limited. Second, It is a regulation on the governance structure and how to organize governance structure. Japan has left everything to its corporate choices. But Korea strictly has been regulating them. Third, it is a regulation on defensive measures in hostile takeover. Japan has a U.S. level of defensive measures by diversifying its classes of stock and introducing the new shares purchase right and unit shares. However, there is no system in Korea that is mindful of defensive measures. No country is more strictly regulated by law than Korea. Nevertheless, if corporate governance is a problem, it is not a matter of law but a matter of law’s effectiveness and business reality. If the government ignores this point and strengthens regulations on the corporate governance structure, it will eventually create a system that would not work but would only burden companies.