특수관계자 거래의 이해, 관련 규제와 공시 : H글로벌 사례를 중심으로

A related party transaction is defined as a transfer of resources, services, or obligations between related parties (IAS 24), where related parties include subsidiaries, affiliates, principal owners, officers, and directors of the reporting entity. While related party transactions can improve economic efficiency by reducing transaction costs in an imperfect market, they can be used opportunistically by managers or by controlling shareholders to manage earnings or to transfer wealth (i.e., tunneling). This paper uses a case of H Global to explain how transactions between related parties are structured and how the wealth of controlling shareholders can be passed on to the next generation through related party transactions. A series of regulations have been introduced in Korea to mitigate the negative effect of related party transactions. They are also intended to restore fair competition in the economy because related party transactions limit the business opportunities for non-affiliated firms. The regulations include an introduction of shareholder-level gift taxes on the profit generated from excessive related party sales, a ban of unfair related party transactions if the ownership of controlling shareholders exceeds a certain threshold (e.g., 30% for listed companies). However, H Global successfully avoids these regulations by re-arranging the structure of the transactions or by reducing the ownership of controlling shareholders.