주주총회결의 정족수의 확보와 제도의 개선

Abstract

The voting requirements has been debated since the enactment in 1995. Since then the abolition of quorum has been criticized that it does not agree with the general rule of resolution and the requirement of ‘affirmative votes at least a quarter of the total issued shares’ would not reflected the opinions of shareholders as a whole. Recently voting requirement is being under discussion with the abolition of shadow voting. Among some listed corporations there has been raised serious concern about the quorum issue. It has been argued that they could not meet the voting requirements after the abolition of shadow voting. A company which stocks are widely dispersed like as a listed company could suffer difficulty in meeting the requirement of ‘affirmative votes at least a quarter of the total issued shares’. The voting requirement should be amended as follows. To satisfy the quorum the articles of Commercial Act on proxy, written ballot and electronic vote should be revised. A proxy solicitation could be used easier if it be delivered electronically and written ballot and electronic vote should be compulsory. When the opportunity to exercise a right to vote would be guaranteed, that’s enough. It’s impossible to force a shareholder to vote. As for quorum system the requirement of ‘affirmative votes at least a quarter of the total issued shares’ should be abolished and substituted with the majority rule of present shareholders’ votes. This regulation could be made more strictly by the articles of incorporation in accordance with the equity ownership relations of individual company.