기관구성에 관한 주주간계약의 주주에 대한 효과와 이사에 대한 효과 – 민희진 사건을 중심으로 –

The Min Hee-jin case shows that stipulating the “important provisions on governance structure” not only in shareholder agreements but in the articles of association is critical to securing their binding effect upon internal directors. Because the shareholder agreement will in principle bind the individual parties but not reach internal directors. But in certain cases, even shareholder agreements not stipulated in the articles of association can be declared as binding upon directors and other internal organs, and thus it is necessary to establish on what standards or guidelines the courts recognize their binding effect on the directors: If all shareholders sign in their shareholder agreement, can it be equivalent to the articles of association? If the company participates in a shareholder agreement as a party, can the fact make the agreement binding upon internal directors? In a closed company, should the shareholder autonomy through such a shareholder agreement should be put prior to the companies Act? If any shareholder agreement meets the above-mentioned standards or guidelines for the binding effect upon director, then the next question is to answer whether any director's specific action breaching the shareholder agreement shall trigger any company law remedy, and if so which company law remedy is available. It is hoped that many theories and precedents will be accumulated by the courts on whether the shareholder agreement in question meets the criteria for recognition of the binding effect, and then whether any directors’ action violating the shareholder agreement is “significantly unfair”.