회사법상 의결권 규제의 합리화 방안

The diversity of voting rules in today's corporations shows that power is distributed among shareholders in a great variety of ways, This Article sketches out the history of shareholder voting rights and explores controversies over voting rules since the early nineteenth century. In discussing the issues of corporate law and the countermeasures, we always suffer from dilemma in the conflict between democracy and plutocracy. I think that we must find the solution for the issue of voting rights regulation of the Korean company act from how to harmonize above two values. Professor Dunlavy argues that the power relations between shareholder should be equalized and voting rights should be democratized. But the properties of corporate are the pursuit of profit rather than realization of goodness. Therefore, the purpose of voting rights is the maximization of shareholder value, not the political behavior or redistribution of wealth. By the way, professor Rodrigues briefly describes Dunlavy's treatment of democracy in the political and corporate worlds, and goes on to discuss how similar kinds of democracies exist in both spheres. It then focuses on one little-explored element of the political-world/ corporate-world comparison by developing the striking parallel between the operations of the electoral college in the national political setting and of boards of directors in the corporate world. And then he concludes that shareholders are not citizen. Also, one of the function of the commercial law is to assist for responding appropriately in rapidly changing economic environment. Nevertheless, the uniform force for one share one voting rule lessens the possibility of designing a wide variety of stocks and constraints inventive business activity like corporate financing, invigoration of IPO. Therefore, we should have a proper debate for the flexibility of one share one voting rule. Meanwhile, 3% rule, which was made in order to limit majority shareholder’s voting rights, should be changed in a manner suited to the size of the Korean economy and globalization era. And the problem of the protection of minority shareholders, which is caused by distortion of the ownership structure of majority shareholder, must be resolved through the fair trade act and the holding company act. Also, we need to examine introduction of controlling shareholder’s fiduciary duty theory. And the shareholders’ meeting is an important feature of corporate law, but we might well question whether the ritual of a meeting where owners physically come together is a relic of the past. However, each shareholder has a right to have an annual meeting called and held to elect directors. The time and place for a regular annual meeting of the shareholders are usually fixed in the bylaws. At nearly all countries‘ corporate laws require a quorum set by law. A quorum may be a majority, some number greater than a majority, or some number less than a majority. However, there is no minium quorum required of a general meeting under the Korean Commercial Code and, a general meeting can be convened with the presence of only one shareholder. Thus, shareholders may adopt resolutions at a general meeting by an affirmative majority vote of the shares present or represented at the meeting, where the affirmative votes also represent at least 1/4 of total shares then issued and outstanding. But the general meeting is foremost decision making vehicle and the monitoring tool for the management. The electronic voting system is a system in which the shareholders may cast their votes transcending time and space. But in reality, even though this system was introduced, few companies has adopted this system. Thus, it is desirable to make the adoption of this system mandatory and should revive a quorum on the Commercial Code. In addition, for the limited voting rights against shareholders who have special interests, it is right to make a list of them on the Commercial Code and solve the rest supplementary after the fact by legal principles of a majority abuse rule.