국민연금 의결권 행사의 대리인 문제: 보유기업의 합병 사례

The National Pension Fund(NPF) manages the fund by taking care of the retirement funds of the people, who are employers, but the segregated structure of ownership and management poses the risk of agency problem that managers can pursue their own private interests. In particular, in a situation where two holding companies merges, it may face with decision on the pro and cons. This study presents an economic analysis model for such decision-making, and applies it to the exercise of voting rights by the NPF during the 2015 Samsung C&T-Cheil Industries merger. The main results are as follows. First, if the goal of the NPF decision-making is ‘maximization of equity holding after merger,’ efforts should be made to increase the merger ratio of Samsung C&T compared to Cheil Industries as much as possible since the NPF has a high stake in Samsung C&T. Second, a model for the net present value (NPV) of the NPF is presented, assuming “maximization of shareholder wealth” as the goal of NPF decision-making. The present value of the merger synergy must exceed KRW 2 trillion for a positive NPV. This is possible when the merger produced a synergy effect of increasing residual operating income by about 25% using the residual operating income model. Finally, the legal punishment factors are discussed by examining the judgement cases of the National Pension Investment Committee on the offense for breach of trust, which is the application of the law related to the agency problem.