기업의 주인인가, 권력의 도구인가: 격랑 속의 주주권과 사법 리스크 > K-wave Trends

The ‘operating profit-linked performance bonus’ agreement of large domestic companies, led by Samsung Electronics and SK Hynix, is facing strong headwinds. Minority shareholder platform ‘Act’ and ‘Korea Shareholder Movement Headquarters’ defined labor and management’s decision to distribute future operating profits to a specific group without shareholders’ consent as an illegal action that undermines shareholder value. In particular, minority shareholders, who were denied even access to the shareholder register, have now begun to exercise their shareholder rights in an all-out way, pressuring domestic and foreign institutional investors, including the National Pension Service, to activate the stewardship code. Beyond the simple issue of performance bonuses, they are showing a strong will to fundamentally overhaul the profit distribution structure that is determined without the shareholders, the owners of the company.

This shareholder backlash can be read as a signal calling for a new order in the capital market beyond simply a fight over the interests of a specific company. The government also appears to be aware of this trend and is considering legislating that it must be approved at a general shareholders' meeting when paying performance bonuses linked to operating profits. This measure reflects concerns that a closed-door agreement between management and the labor union could erode the future value of the company. Some are wary that such social pressure could send a negative signal to foreign investors, but shareholder movement groups counter that trust in the capital market will be strengthened when procedural transparency is secured.

Meanwhile, another type of all-out war is taking place in the courtroom. Professor Mostan, who was being investigated for spreading false information about President Lee Jae-myung, is pushing distrust in the judiciary to the extreme by filing a motion to avoid the court in defiance of the suspension of his departure from the country. He went so far as to report the presiding judge who made a decision unfavorable to him to the Corruption Investigation Office on charges of dereliction of duty and abuse of power. This is a justification that raises questions about the fairness of the trial, but in reality, criticism is being raised both inside and outside the legal community that it is a strategic move to delay the judicial process and avoid the investigative net.

Moral hazard in public service is also being revealed at a serious level. The incident in which a couple of Presidential Security Service officials were indicted by prosecutors for attempting to swindle a lawsuit through so-called ‘scam’ at the Noryangjin redevelopment project site clearly shows how far the ethical awareness of public officials has fallen. They submitted evidence of false sales reservations, disrupted the developer's business progress, and sought a large amount of compensation, but were eventually brought to justice. In addition, as a large number of gangsters who have been blocking development projects for over 10 years through collective false registration techniques have been indicted, strict enforcement of the law against anti-social behavior that undermines public functions for personal gain is being called for.