의결권 구속 계약을 위반한 의결권 행사의 효력

Shareholders make a shareholder agreement to adjust their interests by modifying the contents of the company law and the articles of association. A voting agreement among shareholder agreements provides for not voting, or voting under third party. According to theories and precedents, a voting agreement is valid, but it is only valid between the parties. Therefore, the effect of voting in violation of the voting agreement is not denied. This attitude can be a factor in reluctance to engage in voting agreements that function to promote investment, especially in closed companies such as startups. Voting rights could decouple from economic rights. It is called ‘empty voting’. We can confirm this fact through the empty voting using share borrowing, derivatives and short-selling. Theories and precedents believe that ‘empty voting’ is valid. On the other hand, the voting agreement concluded by all shareholders can be viewed as a resolution at the general shareholders' meeting with the change of the articles of incorporation and the attendance of all shareholders. If so, it is likely to be considered that the exercise of voting rights in violation of the voting agreement concluded by all shareholders is considered a defect in the resolution of the general shareholders' meeting and is invalid. This paper examines the decoupling of shareholders' voting rights from economic rights, focusing on empty voting. It also presents a new perspective on the validity of shareholders' meeting resolutions that violate the voting agreement.