의결권자문의 법적 지위와 과제 - 미국의 규제동향을 중심으로 -

Institutional ownership has given rise to a phenomenon where institutional investors exercise voting rights on behalf of their clients and end-investors. In the context of such phenomenon, there are a number of obstacles for institutional investors to fulfil such obligation. In particular, institutional investors are faced with too many difficult agendas to deal with in a tight schedule for informed decision. Since internal resources are limited, outsourcing of such decision-making process is now in practice in the name of proxy voting advice. Proxy voting advice emerged and developed in the United States based on the economies of scale, and it has also come into fore in the Republic of Korea. With the above background in mind, this article aims to examine the relevant implications by examining the backgrounds, development factors and recent regulatory trends of proxy voting advice in the United States. As a premise for discussion, this article explores proxy advisor’s legal status to help and promote institutional investors’ responsible exercise of voting rights, along with problems arising from the decoupling of economic interest and voting rights. In order to respond to these problems, regulatory measures taken in the United States are analyzed from comparative perspectives. This article concludes by suggesting that it is necessary to enhance the transparency of proxy advisory industry in order to promote market monitoring and to protect the interests of end-investors.