5% 룰의 최근 개정과 이에 대한 소고

5% Rule provides a target company with chance of defense of management. It also gives an investor an information for a reasonable investment decision. It is a kind of disclosure system. Our rule has been developed compromising conflicting interests from two parties. Currently, we are confronting the situation where institutional investors adapt stewardship codes and exercise shareholder rights actively. National Pension, still in the middle of sharp dispute surrounding appropriateness of its shareholder activism, also adapts such codes and takes shareholder activism. In connection with it, this rule has some problems. Firstly, the scope of the management participation purpose is too comprehensive. Secondly, the intention is interpreted almost similarly with willful negligence. Thirdly, the penalty for violation of this rule is strong which is detention of voting rights and compulsory disposal of shares. These problems burdens such investors with excessive regulatory responsibility. It acts as regulatory risk to shrink active shareholder movement. Current amendment shows hard works to address these issues. This papers reviews them and comments on some problematic points. Firstly, all institution related modification of AOI is considered non management participation purpose as long as a certain shareholder discloses its principles to improve corporate governance of a company. Secondly, the definition of simple investment is still ambiguous. Finally, specific contents and term of each investment is inappropriate. To reflect necessity of realty and situation is of essence. Otherwise the law is not living one. However, we always have to keep in mind that every piece of term and regulation is connected with others. Balance from overall aspects is material. I hope we could see the forest not a wood operating this rule through heavy discussion and investigation.