영국 회사법상 계몽된 주주 가치(enlightened shareholder value) 이론에 대한 연구 - ESG 경영환경에 적합한 이사의 의무 규정 및 공시 체계에 대한 모색의 일환으로 -

초록

It has been said that the UK Companies Act is based upon the traditional shareholder primacy model which primarily aims to maximize shareholder’s wealth. However, the traditional model has been assessed as being unsuitable for the structure and the reality of the modern large companies. Also, its prevailing business policy focusing on short-term financial profits has been criticized for militating against the welfare of the society as well as the long-term performance of companies. As this criticism was being spread, the UK government took into consideration the enlightened shareholder value theory and the pluralism in the process of seeking alternatives to the traditional shareholder primacy model. Between the two, the UK Companies Act 2006 adopted the enlightened shareholder value model and embodied it in the provisions relating to the director’s duty and the disclosure mechanism. The provisions are evaluated to be ineffective in terms of the private enforcement by some commentators. However, in these days when businesses must put much emphasis on ESG factors, the enlightened shareholder value model provides the board members with the standard of conduct by requiring them to consider the interests of the stakeholders when they are relevant to the benefit of the shareholders as a whole. In addition, the disclosure mechanism which obliges companies to disclose the non-financial factors such as the environment, the society and the governance can be utilized as the effective means for enforcement. Overall, the provisions of the UK Companies Act reflecting the enlightened shareholder value model can be said to represent a balanced approach between shareholders and stakeholders and to provide a meaningful guidance to jurisdictions which seek amendments to their corporate law in order to be adapted to the ESG paradigm.

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