위임장제도에 관한 법적 고찰

Abstract

Shareholder‘s voting rights are the most important device to monitor management. But it is very troublesome for shareholder to vote by himself at shareholder meeting. In that case it can insure the shareholder’s voting right if they can delegate that right to somebody else. Especially proxy voting is the dominant mode of shareholder decision making in publicly held corporation. There are a number of reasons for this. Shareholders in such corporations are often geographically dispersed. And whether a shareholder supports or opposes the matters scheduled for action at a meeting, he may not wish to speak on the issues. Physical attendance at a shareholders's meeting is normally an uneconomical use of a shareholder's time when he can vote by proxy. Our corporate law guarantee the proxy voting. But it just state that "The proxy should submit written document manifesting their right at the shareholder meeting" The corporation adopts sometimes bylaw that it can in some aspects restrict proxy voting right. For example, They need additional document like a certificate of a seal impression beside proxy. Can it be valid or void. Considering that it should be pointed that proxy voting has the role to ensure the shareholders voting right. It has risk of restricting voting right of shareholders. So the bylaw like that should be counted invalid. There are some rules regulate proxy solicitation. The basic philosophy underlying the rules is one of disclosure. Because the proxy can be a tremendous force in corporate governance, The act crafted the rules to make the proxy device the closest practicable substitute for attendance at the meeting. When a proxy is solicited, It must be accompanied or preceded by a publicly filed preliminary or definitive written proxy statement containing the information of the solicitor. If a proxy is solicited by breaching regulating rules, it can make void the shareholder's meeting. Now the numbers of a proxy contest are increasing. The proxy contest is open related with the governance of corporate. Some urges it should be payed the pee of proxy by the shareholder like by the corporate. But there is no regulating rules, so it has worth only as the insist of the legislation.