미국의 주주총회 및 위임장권유제도에 관한 연구 (A Study on Shareholder's Meeting and Proxy Solicitation of the United States)

서지정보

· 발행기관 : 한국금융법학회
· 수록지 정보 : 금융법연구 / 10권 / 2호 / 347 ~ 392페이지
· 저자명 : 육태우

초록

Many Korean listed companies (public corporations) have had difficultiesin holding general meetings of stockholders these days. They have solved thisproblem using the "shadow voting" in the shareholders' meeting. However,since the shadow voting will be abolished in the near future (from January the1st, 2015), many listed companies will have to find other alternatives and one ofthem could be the electronic voting of which Ministry of Justice of Koreaproposed applying phased obligation. Another alternative could be vitalizationof the proxy solicitation, and this article reviews the American proxy solicitationsystem. In the United States, many proxy solicitations are used so thatmanagement may fulfill the quorum and outsiders may take over control of acompany.
In the United States, every solicitation statement should explain theprocedure of shareholder proposal, and if shareholders notice any appropriateproposal to the manager of issuer in time before the shareholders' meeting, theissuer should include the proposal in the proxy statement issued for theshareholders' meeting. If minority shareholders or a group of shareholdersrequest, Korean management should be obligated to include minority shareholder's proposals in the proxy statement which management made for theirown proxy solicitation, unless minority shareholder's proposals are inappropriate,following the American system.
Meanwhile, the electronic proxy solicitation has been developed in theUS. Especially, "notice and access proxy model" SEC Rule 14a-16 adopted inJanuary, 2009 could be introduced to the Korean Capital Market Law. Inaddition, electronic voting, electronic proxy voting and electronic forum could beallowed in order to broaden shareholders' participation in the corporatemanagement. And if the electronic voting, electronic proxy solicitation, etc.
were invigorated through transfer agents and proxy solicitation firms like in theUnited States, many Korean issuers could save time and expense they put in forshareholder policy.

영어초록

Many Korean listed companies (public corporations) have had difficultiesin holding general meetings of stockholders these days. They have solved thisproblem using the "shadow voting" in the shareholders' meeting. However,since the shadow voting will be abolished in the near future (from January the1st, 2015), many listed companies will have to find other alternatives and one ofthem could be the electronic voting of which Ministry of Justice of Koreaproposed applying phased obligation. Another alternative could be vitalizationof the proxy solicitation, and this article reviews the American proxy solicitationsystem. In the United States, many proxy solicitations are used so thatmanagement may fulfill the quorum and outsiders may take over control of acompany.
In the United States, every solicitation statement should explain theprocedure of shareholder proposal, and if shareholders notice any appropriateproposal to the manager of issuer in time before the shareholders' meeting, theissuer should include the proposal in the proxy statement issued for theshareholders' meeting. If minority shareholders or a group of shareholdersrequest, Korean management should be obligated to include minority shareholder's proposals in the proxy statement which management made for theirown proxy solicitation, unless minority shareholder's proposals are inappropriate,following the American system.
Meanwhile, the electronic proxy solicitation has been developed in theUS. Especially, "notice and access proxy model" SEC Rule 14a-16 adopted inJanuary, 2009 could be introduced to the Korean Capital Market Law. Inaddition, electronic voting, electronic proxy voting and electronic forum could beallowed in order to broaden shareholders' participation in the corporatemanagement. And if the electronic voting, electronic proxy solicitation, etc.
were invigorated through transfer agents and proxy solicitation firms like in theUnited States, many Korean issuers could save time and expense they put in forshareholder policy.

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