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Proxy Voting by Directors at the Board Meeting and Board of Directors’ Resolution without Meeting

This Paper analyzes the validity of proxy voting at the board of directors’ meeting and board resolution by written consent without meeting. The Korean court opined that proxy voting by directors is not valid, I agree with this view because directors are supposed to personally discuss among themselves before voting what is the best interest of the company. U.S. state corporate statutes and Companies Act of Japan explicitly permit directors to act infornally and without a meeting when unanimous written consents are given. It is not clear whether board resolution by written consent written be valid under Korean Commercial Code(KCC) because there is no explicit provision under the KCC about this issue. Most of the commentaries take the position that board resolution without meeting is not valid. I do not agree on the majority view. Article 391 of the KCC which requires board meeting should be interpreted to declare general principle and not interpreted to prohibit board resolution by other methods without meeting at least in case where unanimous written consents of directors are given.