한국기업의 지배구조 개혁 과정에서의 Decoupling에 대한 연구 = Decoupling from Governance Reform Process in Korean Companies

다국어 초록 (Multilingual Abstract)

Governance reform is one of main issues in corporate restructuring in Korea since the currency crisis in 1997. The agency problems by the controlling shareholders are regarded to be a reason to cause the less-competitiveness of Korean companies before the crisis. After the crisis, the controlling shareholders were criticized to weaken the competitiveness of the companies and it is argued that various control mechanisms should be introduced to monitor the transparent and effective decision makings by the controlling shareholders. After the crisis, the ownership of the outside block shareholders increased and these shareholders were expected to control the agency problems by the controlling shareholders and the board reform was introduced to monitor the management. The main objective of this study is to analyze the impact of these major large shareholders and board of directors on stock repurchase in Korean companies.
The stock repurchase means the amount of stocks purchased by the firm itself which issued the stock.
Stock repurchase has been increasing dramatically last decade both in America and Korea. In this study,we interpret the stock repurchase as the buy-back program of the share to strengthen the control power of the management against the governance reform. If the corporate governance reform in Korea is done due to the outside pressure, the decoupling can happen in the process of the reform. Governance reform leads to weakening the control power of the management and monitoring their behaviors more closely.
The stock repurchase can be the decoupling from the weakened control power of the management after the governance reform.
The major assumption of this study is that the governance reform in Korean companies was performed not from internal necessity but from outside pressure. The most studies about corporate governance are rooted in agency theory as the theoretical background, but this study adds institution theory as a theoretical lensto explain the governance reform in Korea. Based on institution theory, Korean companies tried to reform governance structure to adapt to institutional pressures and the adaptation to this pressure can provide the firms with social legitimacy and support. It is explained that the decoupling can happen after the adaptation to the outside pressure which is not consistent with the internal system. Because governance reform was pressed to all Korean companies after the crisis, the fact that the decoupling like stock repurchase program has happened from the reform tends to provide much implications both in academics and practice.
Corporate governance reform adopting American governance structure is made around the world during last decade. This reform effort was mainly made as the adaptation to institution pressure. Institution theory asserts that introduction of new organization structure or managerial practice in organization pursuing legitimacy may cause decoupling and we hypothesize that stock repurchase is a decoupling from governance reform in Korean companies. Controlling shareholders tend to repurchase the stocks to maintain managerial power after governance reform which is largely pressed to all Korean companies after the currency crisis in 1997. Our research model is that governance reform in Korean companies, represented by decrease in controlling shareholder ownership, increase in institution investor ownership and foreign investors ownership and increase in the outsider ratio in the board, is positively related with the amount of stock repurchase. All hypotheses are supported in our analysis which is performed for the database of Korean listed firms during 2002~2003.
Analysis of the decoupling from the governance reform offers the following contributions. First, we can understand the corporate governance reform in emerging economy based on the institution theory.
Institution theory explains the governance reform as the phenomena embedded in social environment.
In agency the...

국문 초록 (Abstract)

1997년의 외환위기 이후 한국기업의 구조조정에서 가장 중요한 항목 중의 하나가 기업지배구조의 개혁이었다. 본 논문에서는 한국기업의 지배구조 개혁의 과정을 제도론적 관점에서 설명하여, 정당성을획득하기 위한 외부의 압력에 대한 순응의 과정으로 본다면, 이에 따라 decoupling이 발생할 수가 있음을보여준다. 자사주 매입은 지배구조 개혁에 따른 decoupling으로 경영진은 지배구조 개혁 이후 자신의 통제력을 유지하기 위하여 자사주 매입을 시도할 수 있다. 본 모델에서는 지배구조 개혁을 지배주주 지분, 기관투자자 지분, 외국인 투자자 지분, 사외이사 비율로 측정하였으며, 이들 변수들과 자사주 매입액과의 관계를가정하였다. 지배주주의 지분이 적을수록, 기관투자자 지분율, 외국인 투자자 지분율, 사외이사 비율이 높을수록 경영자의 통제력은 약화되게 되며, 이를 방지하기 위하여 자사주 매입이 증가하는 것으로 가정하였다.
이에 제시된 연구모델의 네 가설은 모두 실증분석에서 지지되었다. 또한, 네 가설의 관계는 현금보유수준에의하여 매개효과가 있을 것으로 가정하였는데, 실증분석에서 역시 지지되었다.

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