Whether a voting agreement is specifically performed can be considered from the dual perspective of contract law and organization law.If so,it is necessary to figure out the jurisprudential basis for its validity on organization law and to overcome the obstacles to its application in organiza-tion law.That is,how can the agreement bind the company and other non-contracting shareholders other than the contracting parties?The application of specific performance to the remedies for breach of contract in voting agreements is necessary and important,and should be conditionally affirmed,but only if the agreement is valid in the context of organization law.The ways of voting agreements'spe-cific performance need to be contextualized based on its dual legal attributes as well as the stage fac-tors that whether the shareholders have voted or not,and whether the resolution has been established or not.If the shareholders have not voted and the resolution is not made,the non-defaulting party can apply for behavior preservation;if the shareholders have already voted and the vote is still in the counting stage,the non-defaulting party may request the company to change the vote;if the share-holders have voted and the resolution has been made,the non-defaulting party can claim for a revo-cation of the previous resolution and ask the defaulting party to vote accordingly at the next shareholder's meeting to form a new resolution.It is necessary to regulate wholly shareholders'agree-ments in the text of Corporate Law,to affirm the validity of voting agreements and regulate the path of their intervention in corporate governance.
Shareholders' Voting AgreementsRemedies for Breach of ContractOrganization LawDamagesSpecific Performance
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