주주행동 플랫폼을 통한 소액주주 권리행사의 법적 쟁점

In recent years, minority shareholders of Korean listed companies have increasingly exercised their rights in a collective and organized manner by utilizing digital shareholder activism platforms. These platforms—most notably ACT, Heyholder, and Bside Korea—integrate functionalities such as MyData-based shareholder verification, app-based electronic proxy delegation, and limited advisory support for shareholder actions. By doing so, they provide an institutional structure that enables minority shareholders to participate more actively in corporate governance. The proliferation of such platform-based shareholder activism represents a significant departure from the traditionally passive and dispersed mode of minority shareholder engagement. This collective exercise of shareholder rights through shareholder activism platforms raises novel legal questions, some of which require clarification through doctrinal analysis and potential regulatory refinement. For example, certain listed companies have unilaterally excluded electronic proxy via board resolutions or have denied the validity of proxies collected through shareholder activism platforms. Such practices appear inconsistent with general principles governing proxy solicitation and delegation under the Korean Commercial Act and the Financial Services and Capital Market Act(“Capital Market Act”). Another key issue is whether collectively acting minority shareholders using these platforms constitute “joint holders” under the Capital Markets Act, thereby triggering the obligation to file a bulk shareholding report upon exceeding the 5% threshold. While recent court decisions have been reluctant to recognize joint holding status absent a clear agreement to jointly exercise voting rights, the case-by-case nature of such determinations highlights the need for more precise interpretive standards. This article analyzes recent cases of minority shareholder action facilitated by such platforms and organizes the accompanying legal issues from a doctrinal perspective. In doing so, it aims to provide a more structured basis for future discussions on the interpretation and application of the relevant legal framework surrounding platform-based shareholder engagement.