Vvoting rights binding contract refers to an agreement between a shareholder and other shareholders that, on general or specific occasions, the voting rights of the shares they hold are exercised in a certain direction. contract concluded . However, when selecting directors, the interests of all shareholders must be taken into account. If shareholders are allowed to enter into a voting rights binding contract in advance, it is easy for the company to be dominated by a minority of major shareholders , which is unfair to other minority shareholders .
This is also the case where the “cumulative telemarketing list voting system” is adopted in Article 198, Item 1 of the Company Law , which allows minority shareholders to vote for one person in a centralized manner, so that candidates supported by minority shareholders have the opportunity to enter the company’s management class. Therefore, the Supreme Court held that the contract to bind shareholders' voting rights violated the original intention of fair election stipulated in the Company Law, and was also contrary to public order and good morals, and should be invalid .
What does the court think now? Have a change of opinion? The above-mentioned opinion of the Supreme Court is also one of the reasons why the Ministry of Finance believes that it is not bound by the disputed agreement. However, the court of first instance in this case ( Civil Judgment No. 104, 103-Year of the District Court of Taipei, Taiwan ) held that shareholders have the freedom to exercise voting rights , and unless the purpose of their exercise violates compulsory prohibition or public order and good customs, they cannot interfere without authorization , and each company's equity.