Although there exists a significant body of research that criticizes stakeholder theory overseas, it has not been actively discussed in Korea. Five major problems of stakeholder theory are identifed through extensive literature review. First, Freeman’s definition of stakeholder, which is still widely used, is simply too ambiguous. Stakeholder theorists not only include competitors, government and media as stakeholders, but they also include animals and terrorists as stakeholders. Second, imposing multiple fiduciary duties to stakeholders is unethical by itself and may result in manager’s moral hazard. Third, since the interests of stakeholders are well protected by contract law and regulation, additional protection may be redundant. Fourth, stakeholder theorists have been insisting on stakeholder participation on the board (especially labor). But evidence from Germany suggests that it is not working well. Fifth, so-called ‘stakeholder management’ is even more ambiguous and simply re-state existing managerial principles. In addition, three misunderstandings about shareholder primacy model are discussed. First, the purpose of shareholder primacy model is to protect shareholders because shareholders, who are residual claimants, are the most vulnerable stakeholder among all other stakeholders. Second, the current shareholder primacy model does not assume that shareholders ‘own’ the corporation. Third, it was the managers who harmed the company and shareholders in financial scandals such as Enron and Worldcom, not the other way around. Finally, it is suggested that long-term shareholder view can also protect stakeholders’ interests as much as stakeholder theory promises.