Feb 10 • 02:48 UTC 🇰🇷 Korea Hankyoreh (KR)

Korean Corporate Governance Forum: 'Good Management is the Best Method to Protect Management Rights'

The Korean Corporate Governance Forum warns that demands for management rights protections based on mandatory stock buyback laws could undermine improvements in corporate governance and harm minority shareholders.

The Korean Corporate Governance Forum held an urgent panel discussion on management rights protection at Conrad Hotel, where legal experts and asset management representatives highlighted the dangers of proposed measures to safeguard management rights through defensive mechanisms. They argue these proposals could facilitate controlling shareholders' abuse and erode the rights of ordinary shareholders, undermining improvements seen in corporate governance. Lawyer Kim Kyu-sik criticized the ongoing discussions as attempts to justify conflicts of interest and undermine the obligations of directors to act in shareholders' best interests.

The discussion comes after the Ministry of Justice submitted an opinion to the National Assembly, emphasizing the necessity of addressing potential gaps in management rights protection that might arise from mandatory stock buybacks. The opinion aligns with businesses' claims that such buybacks could weaken defenses against hostile takeovers. Major business groups like the Korea Chamber of Commerce have advocated for mechanisms such as poison pills and dual voting rights to protect management control during acquisitions, which further complicates the corporate governance landscape.

Legal experts at the forum voiced concerns over the implications of defensive measures that could entrench power among controlling shareholders at the expense of minority shareholders. They argue that demanding legal guarantees for management rights effectively grants controlling shareholders a pass to evade scrutiny from shareholders and boards, contradicting the principles of accountability and evaluation fundamental to corporate governance. As discussions continue, the complexities of balancing management control with shareholder rights remain a critical issue in Korea's evolving corporate landscape.

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