1주1의결권 원칙 및 그 예외에 대한 연구 - 영미법의 역사적 고찰 및 이론을 중심으로

This article investigates the historical and theoretical foundations of deviations from the “one share, one vote” (OSOV) rule and examines the circumstances under which such deviations have been justified. While civil society organizations criticize the introduction of dual-class shares as undermining the OSOV rule, they often accept restrictions on the voting rights of controlling shareholders on the grounds of protecting minority shareholders. In contrast, the business community contends that dual-class structures are essential to preserving long-term managerial stability and pursuing idiosyncratic corporate visions, while regarding voting caps as unwarranted intrusions on the principle of shareholder equality. Academic discourse generally treats OSOV as a default rule or guiding principle, but acknowledges that exceptions may be permissible if supported by prudent legislative and policy considerations. However, there remains unclear as to what such “prudent consideration” entails in practice. Against this background, this article provides a historical overview of how OSOV developed in the United Kingdom and the United States, showing that the rule only gradually emerged as dominant, following earlier phases where alternative schemes such as “one person one vote”, or “prudent mean voting” were prevalent. Building on this historical account, the article clarifies the definition of OSOV and classifies its exceptions and further explores four main theoretical justifications for deviating from the OSOV rule: (1) democracy theory, (2) investor protection theory, (3) consumer protection theory, and (4) protectionist or state-interest theory. Each theory is evaluated in light of historical practice and comparative corporate law scholarship. In South Korea, Article 369(1) of the Commercial Act upholds the OSOV rule but provides for certain exceptions, including the 3% cap on voting rights for the election of auditors and audit committee members, as well as restrictions on voting rights held by related parties. However, if the provision is intended to protect minority shareholders, it is necessary to consider whether the current text is adequate to achieve its intended purpose. Drawing on a historical and comparative examination of voting rights, this article reconsiders the extent to which the restrictions on voting rights under the Commercial Act are appropriately structured in light of the policy goals of Korean corporate governance and investor protection, and seeks to provide a theoretical foundation for systematically assessing their justification.