| 英文摘要 |
In Taiwan, it has long been held by the Supreme Court that the shareholders’ voting agreement is invalid. The Supreme Court believes the operation of shareholders’ voting agreement would have jeopardized the purpose of the mandatory cumulative voting regime, which was put into Taiwan’s Company Law in 1966. While almost all Taiwan’s academics, to the author’s knowledge, criticize the Supreme Court’s stance on this voting agreement issue, many of them seem to favor the current cumulative voting rule. This paper argues that this inconsistency stems from the difference between the majority rule in corporate charter amendment and the consensus rule in contract modification. As long as the protection for minority shareholders can be taken into account, a default rule of cumulative voting will gain strong support from academics and practitioners. Only under such circumstances can the validity of shareholders’ voting agreement be well-received by the judges as well as scholars. |
