무의결권 우선주의 발행에 관한 연구

Abstract

Nonvoting stock is one type of shares which has no voting rights as an exception to one-share-one-vote rule. According to the commercial code of Korea, nonvoting stock may only be issued as preferred stock with a dividend privilege. In compliance with the provisions of the commercial code, a corporation issued and listed nonvoting, preferred stock with a 1% preferred and non-cumulative dividend privilege, on the Korea Stock Exchange on June 20, 1986. Since that time, a lot of nonvoting preferred stock of the same kind have been issued because nonvoting preferred stock enables a company to achieve two aims, security of management rights and capital increase. But there are many problems to be settled; such as, the status of preferred shareholders, the coordination of conflict of interests between common shareholders and preferred shareholders, and so on. Therefore I would present five devices for improvement of nonvoting preferred stock system. The first, the limit of the minimum rate of preferred dividend need to be fixed by law and contents of preference rights are required to be cumulative and participating. Besides, the rights of nonvoting shareholders have to be authorized more widely. The second is reinforcement of protection of nonvoting shareholders. In order to achieve this aim, the nonvoting preferred stocks has the participation rights to residual dividends and a cumulative dividend right extending over the dividends of subsequent fiscal years, but as usual has neither a participating right nor a camulative dividend right. The third is diversification of nonvoting preferred stock issued. The issue of convertible and redeemable stocks, which are characteristically of the bond-type, guarantee more profits of nonvoting shareholders. The fourth is reduction of Agency Cost. The coordination of interests between managers and shareholders, and the reinforcement of internal and external audit system are useful for this purpose. The fifth, the device for efficient operation of nonvoting preferred stock system need to be considered. For the sake of elastic issue of nonvoting prefrred stock system, the decision of details has to be authorized to a board of directors at the most. And the regulation on issue of nonvoting preferred stock has to be supplemented.