의결권 행사의 전자화와 Shadow Voting
The Introduction of Electronic Voting System and the Shadow Voting
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Since the corporations have been on large-scale and stocks have been diversified, shareholders have lost their positions as a corporate supervisor and have fallen into nominal owners only. Furthermore the shareholders’meeting became a purely formal matter because most of shareholders have not been interested in the meeting. This is the common situation in the world nowadays. But the important and unique problem in Korea is the shadow voting rule. Due to the shadow voting, stockholders’ positions are more worsening in corporate governance. The shadow voting was introduced in 1991 as a temporary measure to solve the failure of shareholders’ meeting. But the reason of the shadow voting rule was faded by the environmental changing of meeting such as abolition of quorum, exercising institutional investors’vote and adopting written ballot system. On the other hand, this rule has a problem which is infringing on holders’ rights and intensifying formalization of holders’ meeting by carrying a resolution in the meeting irrespective of beneficial owners' intentions. Moreover, many companies abuses this rule to maintain dominion in some cases. The problem like as difficulties of resolution in the shareholders'meeting is not a localized to Korea. Also holders does not need any special method to exercise their rights in the case of shares held with depository,because there is no hindrance. The shareholders’ meeting should be resolved with the true shareholders’ intentions. Lately shareholders can easily have opportunities to attend holders’ meeting due to electronic voting system. Therefore companies can hold their holders' meeting by themselves, without resort to shadow voting. Finally, the shadow voting have many legal problems and already have done with its role, so it should be abolished. If it will be abolished,companies will actively adopt the electronic voting system and the holders’meeting will be vitalized.
Abstract
Since the corporations have been on large-scale and stocks have been diversified, shareholders have lost their positions as a corporate supervisor and have fallen into nominal owners only. Furthermore the shareholders’meeting became a purely formal matter because most of shareholders have not been interested in the meeting. This is the common situation in the world nowadays. But the important and unique problem in Korea is the shadow voting rule. Due to the shadow voting, stockholders’ positions are more worsening in corporate governance. The shadow voting was introduced in 1991 as a temporary measure to solve the failure of shareholders’ meeting. But the reason of the shadow voting rule was faded by the environmental changing of meeting such as abolition of quorum, exercising institutional investors’vote and adopting written ballot system. On the other hand, this rule has a problem which is infringing on holders’ rights and intensifying formalization of holders’ meeting by carrying a resolution in the meeting irrespective of beneficial owners' intentions. Moreover, many companies abuses this rule to maintain dominion in some cases. The problem like as difficulties of resolution in the shareholders'meeting is not a localized to Korea. Also holders does not need any special method to exercise their rights in the case of shares held with depository,because there is no hindrance. The shareholders’ meeting should be resolved with the true shareholders’ intentions. Lately shareholders can easily have opportunities to attend holders’ meeting due to electronic voting system. Therefore companies can hold their holders' meeting by themselves, without resort to shadow voting. Finally, the shadow voting have many legal problems and already have done with its role, so it should be abolished. If it will be abolished,companies will actively adopt the electronic voting system and the holders’meeting will be vitalized.
참고문헌 (28)
- 김순석, "전자주주총회" (2008), 전남대학교출판부
- 이범찬, "주식회사의 기관구조" (1998), 삼지원
- 실질주주제도 개선방안, "이범찬", 한국상장회사협의회, ~ (1989)
- 임중호, "독일증권예탁결제제도" (1996), 법문사
- 이범찬, "의결권행사제도의 몇 가지 문제점. in: 회사법의 제문제" (1998), 삼영사
- 이철송, "예탁결제제도의 선진화와 증권무권화를 위한 법적 정비. in: 증시효율화를 위한 예탁결제제도 및 무권화제도 발전방향", 증권예탁원 세미나 자료집 (1996)
- 최준선, "예탁주식의 의결권행사제도 개선방안", 상장협, (35) (1997)
- 한국상장회사협의회, "1988년 12월 결산 상장회사의 정기주주총회 개최현황", 상장협, (20) (1989)
- 한국상장회사협의회, "상장회사 주주총회백서" (2010)
- 한국증권법학회, "자본시장법 주석서(Ⅱ)" (2009), 박영사
- 神田秀樹, "電子株主總會の硏究" (2003), 弘文堂
- 上柳克郞, "新版 註釋會社法(4)" (1986), 有斐閣
- 河本一郞, "株券振替決濟制度に關する諸問題", 證券硏究, 21 (1975)
- 落合誠一, "會社法のParadigmと株主總會", 商事法務, (1412) (1996)
- 竹內昭夫, "株券の保管振替制度と株主の權利行使", ジュリスト, (820) (1984)
- 神崎克郞, "株券振替決濟制度における實質株主の保護", 證券硏究, 21 (1975)
- 森本泫, "大企業における經營 Check System", ジュリスト, (1000) (1992)
- Christophe Bernasconi, "The Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary", Uniform Law Review, 10 (2005)
- Jeffrey D. Bauman, "Corporations Law and Policy(5th. ed.)" (2003), Thomson West
- Joanna Benjamin, "The Law of Global Custody(2nd. ed.)" (2002), Butterworths
- Joseph A. Grundfest, "Just Vote No : A Minimalist Strategy for Dealing with Barbarians Inside the Gates", Stan. L. Rev, 45, pp.857~ (1993)
- Jürgen than, "The Preliminary Draft UNIDROIT Convention and Capital Market Practice in Germany", Uniform Law Review, 10 (2005)
- T. Baums, "Shareholder Voting Rights and Practices in Europe and the United States(1st. published)" (1999), Kluwer Law International
- "Council of Institutional Investors, The OBO", NOBO Distiction in Beneficial Ownership, 2010
- EC Legal Certainty Group, "Solution to Legal Barriers related to Post-Trading within the Euro", ~ (2008)
- Report of the Advisory Commitee on Shareholder Communication, Improving Communication Between Issuers and Beneficial Owners of Nominee Held Securities, "SEC", ~ (1982)
- Explanatory Notes to the Preliminary Draft Convention on Harmonised Substantive Rules Regarding Securities Held with an Intermediary, "UNIDROIT", ~ (2004)
- UNIDROIT, "Draft Official Commentary on the Substantive Rules Regarding Intermediated Securities", ~ (2009)