주주행동주의에 대한 회사의 대응책에 관한 연구

By taking up a significant but non-controlling equity position in a target company and exerting pressure on the company, activists try to bring about the changes in the company. Activists seek to earn profits by taking advantage of the increased stock price performance which follows such changes. In recent years, shareholder activism(“activism”)'s growth has been striking and activism is influencing a variety of corporations. The company's response to activism is becoming more and more important today. First, this article provided an overview of the corporate effects of activism and the steps of activist activity. And then it reviewed the company's response to activism in the United States where activism most frequently occurs and tried to find its implications for Korea. Main criticism against activism is short-termism. But based on empirical findings, the theory and the reality, the validity of criticism that activist shareholders have detrimental effects on the interests of targeted companies and their long-term shareholder seems to be uncertain. The typical steps of activist activity consist of ⒜ a selection of the target company, ⒝ accumulation of target stock and public announcement, ⒞ discussions with management, ⒟ public campaign, ⒠ an agreement, ⒡ a proxy contest. As response before activist reaches out, there are ⒜ identifying weaknesses and taking pre-emptive actions, ⒝ communicating with institutional investors in advance, and ⒞ identifying activist in the company's stock. As response after activist reaches out, there are ⒜ investigating activist, ⒝ communicating with activist, ⒞ communicating with institutional investors, ⒟ evaluating the activist's proposals and adopting such proposals or rejecting the proposals, ⒠ responding to public campaign, ⒡ entering into an agreement including standstill agreement, and ⒢ the regulation of a proxy contest. As anti-activist devices, there are staggered boards, a two-tier pill, bylaws to address the shareholders' proposal, golden shares, and so on. ① In Korea, there would be a need to ascertain the activist's attribute, characteristic, a method of activity and so forth, to communicate with activist seriously, and to evaluate the activist's proposals objectively rather than to react against activist unconditionally. ② It would be necessary to keep in mind that no company is immune from potential activist activity, to identify vulnerabilities from a financial, operational, corporate governance perspective before activist intervention, and to take proactive steps to address them. ③ The company should regularly monitor trading in derivatives and parallel trading as well as changes in its shareholder base and stock trading volumes to identify activist. And the identification of beneficial shareholders would be necessary. ④ The company should consider entering into an agreement as one of options to avoid a proxy fight rather than only seeing it in a negative light. ⑤ According to the Financial Investment Services and Capital Markets Act("FISCMA") section 147, an issuer of listed stocks is required to, when it manifests its opinion concerning the solicitation to exercise voting rights by proxy, submit a written statement with such contents to the Financial Services Commission and an exchange. But a shareholder is not required to do so. There would be a need to reform the legal system to secure the accuracy of 'manifestation of opinion' of activist as well as an issuer.