배당승인기관에 관한 개정상법 도입 기업의 특성

The revision of the commercial law in 2011 allows the board of directors (BOD) to approve the financial statements, which was the inherent authority of the shareholder’s meeting. The revised commercial laws have been enforced since 2012, and in accordance with the revised Commercial Act, the articles of incorporation must be amended to determine the dividends at the board of directors (BOD). This study investigates the characteristics of firms adopting the revised commercial law. The analysis of the characteristics of the firms adopting revised commercial law is important because it helps to understand the difference in the corporate governance of companies that adopted the revised commercial law and those companies that do not. We analyzed the total of 533 companies listed on the KOSPI in 2011, the year before the amendment. The empirical results provide evidence indicating that firms with the revised commercial law have low dividend yield ratio, foreign ownership, and high large shareholder ownership. The results suggest that the firms adopting the revised commercial law are generally the companies whose rights to existing shareholders are weak. Also, it is predicted that the adoption of revised commercial law will be likely in such companies. The results suggest that the adoption of revised commercial law can lead to the impairment of shareholder's right. Thus, it is necessary to monitor the level of protection of shareholder rights and to provide adequate institutional devices if needed.