Same duty, different enforcement power
The principle that management are trustees of shareholder capital is the same, but the chain of power that actually enforces that principle is different
USA
Executive compensation is directly linked to stock price and shareholder return indicators
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Activist funds demand increased dividends while vying for board seats
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Delaware courts actually hear and rule on breach of fiduciary duty lawsuits
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Management that only retains earnings is exposed to the risk of a dismissal vote
South Korea
The family of the largest shareholder effectively determines the board composition
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2016Introduction of Stewardship Code — recommendation for institutional investors to exercise voting rights
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2020Introduction of separate election of audit committee members and 3% limit on voting rights for largest shareholders
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2024Value-up program — inducing disclosure of shareholder return plans
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2025~26Three amendments to the Commercial Act — inclusion of shareholders in the scope of directors' duty of loyalty, mandatory cancellation of treasury shares
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The laws are in place, and enforcement precedents start now
Fiduciary duty: The legal obligation of management to operate the company's interests solely for the benefit of shareholders