차등의결권 구조 회사의 상장과 비효율성 보완 장치에 대한 연구

In Korea, dual-class shares have been a controversial issue since mid-2000s. Researches on dual-class shares in Korea mainly focused on whether the dual class structure would be efficient comparing the costs and benefits of the structure and whether companies are allowed to go public with dual-class structure. On the other hand discussions on the measures to prevent or minimize the costs related to dual-class firms after listing was relatively neglected. This paper analyzed the safeguards to reduce inefficiencies that may arise in listed dual-class firms. First, this paper reviewed the current dual-class listed companies in the U.S. Although the listing rules of the U.S. exchanges does not enforce any safeguards to alleviate inefficiencies that may arise by adopting dual-class structure, various sunset clauses are provided through private ordering. On the other hand, Asian exchanges such as Hong Kong and Singapore, which shifted to permit listing of dual-class structure company in 2018, take the opposite approach by enforcing various safeguards as listing requirements for dual-class companies. This paper reviewed these different approaches and analyzed listing requirements of Asian exchanges in detail. Based on the comparative review on the safeguards, this paper indicates factors to be considered when going public with dual-class structure is allowed in Korea and proposed desirable safegurads considering capital markets and legal system in Korea.