지배권의 사적이익과 경영권 프리미엄

Controlling shareholders enjoy certain benefits that are not shared by minority shareholders. These so-called ‘private benefits of control’ can be extracted in various ways, including tunneling from transactions between the company and the controlling shareholder or affiliates, excessive remuneration to officers or employees of the company, usurpation of corporate opportunities, influence on decisions of corporate distributions, or other non-pecuniary benefits. Regulation of such private benefits of control is a key to minority shareholder protection, since these practices may reduce wealth that is distributed to all shareholders on a pro rata basis. While corporate control may be used as a tool to extract private benefits, it is also necessary as a tool for an entrepreneur to exercise corporate control in pursuing idiosyncratic ideas and increasing corporate value as a whole. Synergy is another facet of private benefits of control. Affiliates transactions may be abused to facilitate tunneling when their terms deviate from arm’s length, but when properly utilized, they can also create synergy by achieving economies of scale and scope. Regulations that restrict private benefits of control should seek to protect minority shareholders in a way that would not hinder controlling shareholders’ decisions that may maximize corporate value. Controlling shareholders can also extract private benefits by selling controlling stakes at a premium. However the amount of such control premium does not always reflect the size of private benefits. Multiple other factors also affect control premiums, such as changes in share value, synergy effects of the transaction, and bargaining power of the seller and purchaser. Based on a concrete understanding of the elements and factors of private benefits of control, synergies and control premium, this paper suggests certain standards to consider in establishing rules restricting private benefits extractions.