미국에서의 집중투표제의 흥망성쇠 - 비교법적·역사적 연구를 중심으로 -

This paper traces the historical trajectory of cumulative voting in the United States, from its initial adoption in the 19th century to its present marginalization. While cumulative voting is no longer widely employed in the U.S., its rise and decline illustrate that the persistence of an institution depends not solely on its intrinsic merits, but also on the complex interplay of political and economic interests, managerial lobbying, state competition, and policy choices. Originally designed as a democratic device to secure minority shareholder representation on corporate boards, cumulative voting served as a mechanism to disperse power and enhance monitoring within corporations. However, over time, its practical effectiveness was undermined by factors such as the adoption of staggered boards, intensified competition among states for corporate charters, concerns over hostile takeovers, and conflicts of interest between managers and shareholders. Eventually, most states allowed corporations to opt in or opt out through their articles of incorporation, rendering cumulative voting largely symbolic. In South Korea, cumulative voting was initially introduced based on the U.S. experience, but its effectiveness was limited from the outset because companies could exclude it through their articles of incorporation. Recent legislative reforms, however, mandate cumulative voting for listed corporation above a certain asset threshold. This development highlights the importance of assessing the mechanism not only on normative grounds, but also in terms of how law in books interacts with law in action. That is, even a well-intentioned statutory provision may fail to achieve its purpose if corporate practices or other governance mechanisms dilute its effectiveness. The paper argues that evaluating cumulative voting requires a comprehensive consideration of Korea’s corporate governance and capital market structure, as well as potential interactions with other institutions. Complementary mechanisms, such as the separate election of audit committee members under the 3 % rule, enhanced shareholder information rights, should be analyzed alongside cumulative voting to ensure minority shareholder participation and effective governance. In this respect, the Korean debate over cumulative voting reflects the need to design legislation that minimizes the gap between its formal provisions and practical implementation, thereby securing meaningful protections for minority shareholders and promoting corporate value.