Voting Agreements Affecting the Board: The Ground of its Prohibition

Abstract

Most of scholars uphold the invalidity of voting agreements affecting the board of directors. The ground and scope of the prohibition are far from being adequately clarified. This article provides an alternative explanation of such ban from a contractual perspective based on the privity of contract principle and the idea of externality.

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Keywords: shareholders agreements, voting agreements affecting the board of directors, privity of contract principle, externality