The problem of the validity or invalidity of shareholders agreements on corporate directors' voting

Abstract

Shareholders agreements on corporate director's voting are frequently used in national corporate legal practice, but there is no agreement among legal scholarship about their validity. An analysis based on the foundations of corporate law, reveals that the diverse role of these agreements in publicly held or closed corporations is crucial to determine their validity or invalidity. Based on these foundations, a regime of validity or invalidity of these clauses is built.