주주의 의결권행사에 있어서 철회의 자유와 제한

Abstract

This paper analyzes the legal issues relating to the withdrawal of the exercise of voting rights in the resolution of the general shareholders" meeting. The question is whether a revocation of the vote even after receipt by the company is still possible. Controversy may be provoked as to whether the general principles relating to the withdrawal of intention can be applied to the exercise of voting rights. Some scholars deny its application. As for the exercise of voting rights by electronic means, Commercial Code Decree Article 13(3) prohibits the withdrawal and changes of the exercise of voting rights. However, basically from the perspective of fundamental principles as freedom of withdrawal even in voting rights, this paper presents the view that the general principles relating to the withdrawal of intention may be applicable to the exercise of voting rights in the following reasons: (ⅰ) Pursuant to Civil Code Article 111(1), the declaration of intention made to another party can be withdrawn before reaching the other side. Applying this principle to the withdrawal of the exercise of voting rights, persons who exercise the voting rights may withdraw it prior to the final resolution, even though after the voting has arrived at the company; (ⅱ) Above conclusion does not hurt the stability of the resolution of the general shareholders" meeting, if the time of withdrawal is prior to resolutions. Finally, this paper also presents the opinion that it is also possible to repose restrictions on the exercise of voting rights by the Articles of Incorporation.