공의결권(Empty voting) 규제에 관한 소고 - 의결권 매수(Vote-buying)에 대한 미국판례법의 적용가능성을 중심으로 -

Corporate law generally makes voting power proportional to the number of shares a shareholder holds. Also, the legitimacy of modern corporate governance rests on the premise that, in shareholder elections, shareholders are economically motivated to vote in a manner that maximizes the value of the corporation's shares. Voting interests and economic interests are assumed to be aligned. However, The rapid growth of derivative markets and of other sophisticated market techniques calls this assumption into question. That is, Hedge Funds' active involvement in the mergers and acquisitions has been propelled by a tactic allowing them to decouple voting from economic ownership and labelled in the literature as "empty voting."This paper offers an analysis of the current U.S. case law on corporate vote-buying and examines how this judicial doctrine can be applied to the empty voting. This paper is structured as follows. Part Ⅱ reviews the concept of empty voting and the mechanism in its occurrence. Part Ⅲ comments the legal foundation for regulating the empty voting and regulation proposals presented by academics and related institutions. Part Ⅳ reviews U.S. case law regarding corporate vote-buying and the possibility of appling it to the empty voting.