공의결권(Empty Voting)의 유형과 규제에 관한 연구

"Empty Voting" means the voting of shares decoupling with the underlying economic risk of that shares. So conceptually it is clearly different from the "vote-buying", which is an agreement to exercise a voting rights according to the other person's intention. Empty voting can affect negatively to the corporate governance because it may jeopardize the integrity that a shareholder should exercise his or her voting rights for the corporation or all shareholder‘s interests. Empty voting is acquired by making use of stock lender, securities swap, short selling, stock linked derivatives, record date capture etc.. Although the methods to reach to Empty Voting are varied, there is a common character in which a shareholder who exercise his or her voting rights at the general meeting does not bear any economic risk. Generally these acts are interpreted as lawful per se in the means of private autonomy principle and it is not appropriate to prohibit the Empty Voting itself. For restraining the Empty Voting, recently various alternatives- including fiduciary duty theory, waiting period in article of corporation- are suggested. Generally speaking, the most reasonable measure preventing the negative effects of Empty Voting is the disclosure for informations, especially with regard to the purpose of share ownership, the intended stocks-holding period, methods used to acquire it etc..