The C&G (Control & Governance) Forum, a group of experts studying corporate governance and management control, said on the 13th it held a regular seminar on "corporate governance and the 'same person' designation system, focusing on the Coupang case."
The seminar was organized to examine, from academic and practical perspectives, the intersection between the governance of global platform corporations listed on U.S. stock markets and regulations on large business groups under Korea's Fair Trade Act.
Attendees included Kim Min-gi, professor at the KAIST Department of Industrial and Systems Engineering, Kim Hee-kyung, managing attorney at Doyoung Law LLC, An Sung-jin, professor at the Ewha Womans University School of Business, Yu Hyo-sang, head of the Unicorn Management and Economy Research Institute, Lee Bang-sil, management advisory committee member at SK hynix, and Han Ju-hun, professor at the KAIST Department of Industrial and Systems Engineering.
Presenter Kim Min-gi, a KAIST professor, analyzed Coupang, a U.S.-listed corporation, from an overseas corporate governance perspective. Kim said, "In the United States, many corporations have adopted dual-class share systems, and as a result, even with relatively small equity stakes, many founders exercise management control," adding, "Because governance is mainly centered on independent directors, dual-class shares are exercised in a relatively rational and transparent manner."
Kim added, "Under Korea's Fair Trade Act framework, it is a special situation where you must consider potential issues such as family members' involvement in management, internal transactions, and the possibility of private benefits," noting, "It is limiting to define Coupang simply as 'U.S.-style governance' or a 'Korean large corporation,' and the issue must be approached from a comprehensive perspective."
In the discussion, some said that the act of granting Chair Bom Kim 29 times the voting power through a special resolution at the time of listing was a mechanism for long-term responsible management. Participants argued that the dual-class share system should be considered in terms of corporations' long-term growth and realization of vision.
They also discussed the effectiveness and limits of assessing global platform corporations within traditional regulatory frameworks for large business groups, such as Korea's "same person" designation system. Participants noted that a regulatory approach is needed that accounts for the characteristics of the platform industry and differences in national systems. They agreed that creating an environment for innovative corporations to grow and building a sustainable management system based on ESG must proceed together. They also raised the need to improve the method of calculating the penalty surcharge and fines based on revenue.