자기주식 매입과 주주에 대한 충실의무: 주주환원인가, 주주편취인가? - 배당과의 비교; 저PBR, 총수체제, 두산밥캣, 고려아연, Unocal -

This paper discusses the relationship between stock buybacks and fiduciary duty to shareholders. The main points are as follows:The claim that stock buybacks are more beneficial than dividends for enhancing shareholder value is theoretically unsound. Assuming a perfect capital market, dividends and stock buybacks have the same impact on shareholder value. However, in reality, differences between dividends and stock buybacks can arise due to information asymmetry, tax differences, and whether fiduciary duty to shareholders is recognized. In particular, in Korea, where fiduciary duty to shareholders is not recognized, stock buybacks can exacerbate the problem of profit appropriation among shareholders. For instance, when the Price-to-Book Ratio (PBR) is less than 1, stock buybacks can lead to cheap squeeze-outs of shareholders and transfer wealth to remaining shareholders. In a controlling shareholder system, stock buybacks can increase control and premium value, and be misused as a means of management entrenchment. These issues can be partially resolved by introducing fiduciary duty of directors to shareholders. In conclusion, this paper points out the risks of stock buybacks in the Korean context and argues for the need to introduce fiduciary duty to shareholders.