This Article offers an assessment of the preliminary evidence that the market for corporate control functions as a disciplinary mechanism for poor corporate governance in Korea. It analyzes SK Corporation’s fight against Sovereign Asset Management, contest for control over the Hyundai Group, KT&G’s fight against Carl Icahn, and LG Group and Carlyle’s proxy contest against Hanaro Telecom, together with relevant laws and regulations. These high-profile cases dramatically exemplified the role of takeovers in the improvement of the corporate governance of Korean companies, and brought about active policy discussions in respect of the market for corporate control and takeover defenses. This Article will also provide a quick overview over the provisions in draft new Korean Commercial Code related to the market for corporate control and takeover defenses, including squeeze-out, poison pills, and dual-class commons. This Article argues that as the increasing exposure of control to the market could eliminate the inefficient controlling shareholder system in Korea, the new Korean Commercial Code should strike a balance between the active market for corporate control and effective takeover defensive tactics for the benefit of all shareholders and the value of the company.
Various governments around the world have sought to pass legislation regulating electoral campaigns, in particular their financial aspects. Electoral reform is high on the Australian Government’s agenda. In a Green Paper published in December 2008, the Australian Government canvasses some possible reforms to Australia’s electoral system, most especially in the funding area.1 These proposals to some extent mirror developments elsewhere. In this paper, I consider the specific suggestion that caps or bans should be placed on private funding of political parties. This policy suggestion is considered primarily from a constitutional point of view in terms of its validity. In so considering, comparisons will be made with other jurisdictions in which such reforms have been made, and political science issues pertinent to the discussion will also be considered. Much can be learned from experiences in this regard overseas.
(2009) Oxford U Comparative L Forum 4 at ouclf.law.ox.ac.uk | How to cite this article this article ‘It must be remembered that law is not a mausoleum. It is not an antique to be taken down, dusted, admired and put back on the shelf. It is like an old but vigorous tree, having roots in history, yet continuously taking new grafts and putting out new sprouts and occasionally dropping dead wood. It is essentially a social process, the end product of which is justice and hence it must change with changing social values. Otherwise there will be estrangement between law and justice and law will cease to have legitimacy.’1
Justice P.N. Bhagwati, former Chief Justice of India
One of the remarkable differences in contract law between legal systems in the European Union and China is the definition and status of contractual freedom. Historically, contractual freedom has not been commonly recognized in China, and social ethics had played a greater role in its civil law. In contrast, in European legal systems, freedom have been accepted as a core element in private law, with social elements having been commonly ignored, particularly during the time of 18th and 19th century. However, in modern times, China has started to accept the concept of freedom in its civil law, and the consideration of social elements has been diminished gradually since the late 1990s. On the contrary, in Europe, mainly due to the correction of market failures, social elements have increasingly been considered in order to maintain the substantive justice of contract, and contractual freedom as unfettered ideology has diminished since the late 19th century. It could be thus reasonable to say the modern social values between the east and west have been converging progressively.