기업가치와 주주가치의 이동(異同): DCF법·배당할인법·주주환원율의 회사법적 함의 -주주에 대한 충실의무 관점에서-

초록

This paper examines the conceptual and practical distinctions between corporate value and shareholder value within the context of recent amendments to the Korean Commercial Act, specifically the expansion of directors’ fiduciary duties to include shareholders. By analyzing the Discounted Cash Flow (DCF) method and dividend discount models, the paper highlights how, despite theoretical equivalence under perfect market assumptions, significant gaps often arise between corporate value and shareholder value in practice. The study introduces the concept of shareholder return ratio as a key indicator of this gap, noting Korea’s particularly low rates compared to global peers. Through a law-and- finance lens, the paper explores the causes and implications of these discrepancies, discusses the limitations of focusing solely on shareholder return ratios, and suggests institutional reforms—such as enhanced transparency, governance improvements, and tax incentives—to better align corporate and shareholder interests. Ultimately, the findings underscore the necessity of a robust fiduciary duty to shareholders as a foundation for sustainable value creation and improved capital market efficiency.

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