특수관계자 그룹의 집합적 지배력과 소속 회사의 실질 지배력 판단: 롯데그룹의 KT렌탈㈜ 인수 사례를 중심으로

With Lotte group’s KT Rental acquisition case, this study discusses diverse accounting issues that could arise from the inconsistency between an affiliated group’s collective control and its affiliated member firm’s de facto control over an investee. In the case, Lotte’s collective control over KT Rental at the group level is clear from the fact that the business group holds a majority of the voting rights (80.39%). However, Hotel Lotte Co., Ltd. (hereinafter ‘Hotel Lotte’) who is responsible for financial reporting is applying an equity method to its investment in KT Rental (i.e., recognizing as an investment in an associate) because the parent company in the highest rank of Lotte group holds less than a majority of the voting rights (40.38% in 2015, 42.16% in 2016) at the firm level. This suggests that Hotel Lotte considers its de facto control over KT Rental is not actual due to the possibility of the other voters’ organizing a group to voice opposing opinions. As a consequence, under such an accounting judgement, the collective control at the group level is financially unreported, calling for the need to develop a method of more effectively disclosing group-level collective control information (e.g., strengthening disclosure on related party transactions). In contrast, assuming a practically low possibility of other affiliated firms’ organizing a group for opposition given the unique characteristics of Korean business groups (so called ‘chaebol’), another view is also plausible that Hotel Lotte’ de facto control may be actual. In this perspective, caution is required as well for the risk that consolidated financial statements become close to combined financial statements by too broadly consolidating related parties. On the other hand, when making accounting adjustments to consolidate KT Rental under the de facto control assumption, it turns out that Hotel Lotte’s overall financial soundness and profitability deteriorate, bringing the attention of external information users such as investors to the necessity of incorporating such financial impacts into their (investment) decisions from a conservative perspective. Lastly, the discussion on the de facto control concept and the exemplary consolidation procedure of this study are expected to enhance the understanding of diverse interested parties such as practitioners, financial analysts, investors, and students on practical issues regarding consolidation and provide policy implications on generating and reporting consolidated financial information for accounting standard setters and regulatory authority.