기업지배구조와 증권소송에서의 기관투자자의 역할

Abstract

Institutional investors who have the great number of securities have some characteristics. Because of the fiduciary duty to their beneficiaries, they try to improve the corporate monitering and performance. Consequently, institutional investors tend to expand their involvement in corporation. Sometimes they participate in voting contest or want to be appointed of the lead plaintiff in securities class action. Recently, institutional shareholder activism is the important issues in corporate governance While The Private Securities Litigation Reform Act of 1995 has provided institutional investors with the initiative of the securities class actions in the United States of America, they may be reluctant to accept the role of lead plaintiff. Institutional investors would not take part in litigation if they don't have the confidence about the merits of a securities claim. When institutional investors determine whether accepting lead plaintiff, they must consider how their responsibilities as ERISA fiduciaries impact their decision whether or not to litigate in a securities class action. But, institutional investors may find themselves subject to a fiduciary obligation under ERISA to take an active role where their involvement is likely to provide positive results for their beneficiaries. When acting as lead plaintiff, institutional investors usually have the greatest financial stake in the plaintiff class, therefore, more effective prosecution and settlement of meritorious claims will provide direct financial benefits to institutional investors and their beneficiaries. Such involvement yields optimal results for institutional investors directly, and provides a systemic benefit in securing the best representation of the plaintiff class, and ensures that the litigation strategy employed in such actions will be best for all involved in the long-term.