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  • P-ISSN 2586-2995
  • E-ISSN 2586-4130
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KDI Journal of Economic Policy. Vol. 39, No. 3, August 2017, pp. 63-98

https://doi.org/10.23895/kdijep.2017.39.3.63

× KDI Open Access is a program of fully open access journals to facilitate the widest possible dissemination of high-quality research. All research articles published in KDI JEP are immediately, permanently and freely available online for everyone to read, download and share in terms of the Creative Commons Attribution 4.0 International License.

Treasury Stock Sales and Management Rights Protection: Conflicts of Interest between an Owner-manager and Small Shareholders

SUNG ICK CHO

Author & Article History

Manuscript received 16 June 2017; revision received 22 June 2017; accepted 28 August 2017.

Abstract

This paper investigates the sales process of treasury stocks, while most previous research studies treasury stock repurchases. The sales of treasury stocks are an important measure to protect management rights only in Korea, as Korea’s laws and systems allow treasury stock sales according to the board’s resolution and not by the decisions made at the general shareholders’ meetings. The board’s resolution, which considers the owner-manager’s interest on management rights, can cause damages to small shareholders. Considering (i) the economic characteristics of treasury stocks, (ii) other countries’ institutions and experiences, (iii) a theoretical assessment of the possibility of small shareholder losses, and (iv) lessons from Korea’s actual instances, Korea’s present system should be corrected at least in the mid and long term. Even in the short-term, rules pertaining to sales enacted by the board’s resolution inducing small shareholder losses should be overhauled. The autonomous discipline by various stakeholders could be an ideal measure by which to monitor ownermanager’s decisions. In addition, temporary intervention measures, such as government examinations, could be implemented to protect small shareholders.

Keywords

Treasury Stock, Management Right, Corporate Governance

JEL Code

K22, G34, G38

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