의결권행사를 위한 주주간 계약의 고찰

Abstract

Shareholders’ agreements means that they are the various agreements entered into between shareholders to ensure the supremacy of shareholders for the company’s policy decision, they are aimed at vouch shareholders’ agreements on voting, give the opportunity to exert influence for management of the company to minority shareholders and protect the rights of minority shareholders from improper exercise of majority shareholders takeover. The target of a shareholders’ agreements varies depending on the circumstances of each company. Especially, Matters relating to the voting rights of shareholders is about fundamental rights of shareholders, our current 「Commercial Code」 prescribes agency event of voting, there are no provision of voting agreements and voting trust to be regulated by U.S. State Act, so there has been a discussion of whether the practical need for legislation in the current 「Commercial Code」 is or not. But, Though revised 「Commercial Code」 of 2011 prescribed issuance of kinds of stocks and of stocks in voting rights is not or limited, but prescribed matters relating to the exercise of various voting,it was a reaffirmed amendment of the existing position to denied a collective exercise of voting rights due to shareholders’ agreements. But It is an undeniable fact that practical necessity for unified voting exercise as shareholders’ agreements is great in Korea’s corporate governance, and even if the contract was recognized, if there are not regulations such as U.S. State Act, because it causes problems to cannot claim contractual effect about company, but claim contractual effect between contracting parties, it is necessary to introduce shareholders’ agreements in the our 「Commercial Code」. Therefore, I would like to discussed in the need for legislation in this paper.