회사법적 관점에서 바라본 지주회사제도의 문제점과 개선방안 -지주회사 형성과정과 수익구조를 중심으로-

The holding company has an investment structure that allows excessive expansion of control using small capital, and it was originally prohibited from being established, but was permitted restrictively in order to promote corporate restructuring and to enhance transparency of ownership during the financial crisis. Since then the government proposed the policy of conversion into a holding company in order to eliminate cross-shareholding. As a result the numbers of company groups that converted into a holding company increased steadily and their numbers reached 173 as of end of September 2019. However, the criticism on this issue has been raised continuously over the past 20 years after looking at the conversion and operation of holding companies. Contrary to initial expectation that the holding company would improve the ownership and control structure of large business groups, the families of the owners are excessively expanding their control with small capital, and it is becoming a means of defrauding their interests which receives profit in an expedient way other than dividends through transactions with subsidiary or grandchildren's companies. Besides, the holding company has a problem of worsening the problem of conflict of interests between the controlling and other ordinary shareholders in the current commercial law in which the holding company judges the company as an individual legal entity. During the process of conversion into a holding company, the company strengthens its equity ratio without additional investment from controlling shareholders through its legal activities such as personnel division and investment in kind etc, and after the conversion into a holding company as a controlling shareholder of the subsidiary the holding company preempts a brand fee or real estate rent other than dividends, resulting in a conflict of interest with ordinary shareholders of the subsidiary. Hence this paper stated that the mitigation of the system for holding companies contributed to the increase of holding companies by using the history and operational status of the holding company. Next, by pointing out that during the process of conversion and in the profit structure of holding company the conflict of interest occurs between the controlling and the ordinary shareholders, it proposed ways for improvement.