주주간 계약의 효력에 관한 연구

Abstract

The shareholders in traditional statutory scheme are the ultimate owners of the corporation, but have only limited power to participate in management and control. Experience has shown that in real world the shareholder of a corporation, especially a minority shareholder, often wishes to divide up the powers of management and control in a way that he makes special contractual relationship with other shareholders, the corporation or outside parties. These agreements are shareholders’ agreement. Some type of shareholders’ agreements is difficult to fit within the traditional statutory scheme. So, they raise serious questions of validity. This article intends to examine the interpretational problems on the validity of shareholders’ agreement under the Korean Commercial Code. Chapter II deals with the validity of the voting agreement. A shareholder voting agreement or pooling agreement is an agreement in which two or more shareholders agree to vote together as a unit on certain or all matters. Such shareholder agreements are today generally valid. The shareholders will usually agree to limit the transferability of shares. For example, they may sell the shares to an outside party until the corporation has first been given the right to buy them at a pre-established price, or the right to buy them by matching what the outside person is willing to pay. In Chapter III, the validity of such agreements are explored. Traditionally, share transfer restrictions have been viewed as restraints on alienation. But, today such restrictions are valid if they are reasonable.