분식회계에 따른 손해배상책임의 범위에 대한 검토 - 대법원 2024. 7. 25. 선고 2021다269418, 2021다269432, 2021다269425 판결

Abstract

Various factors can affect investors' decisions to purchase or sell stocks at the market. Among them, business reports, semi-annual reports, and major matters reports (hereinafter referred to as "business reports") disclosed by the company with the confirmation of external auditors are usually analyzed by investors with confidence that they are justified and non-unrepresentative. Relevant laws and regulations regulate false or omission in such disclosed data, and the The Financial Investment Services and Capital Markets Act and the Act on External Audit of Stock Companies guarantee the right to claim damages to shareholders who have suffered damage due to above false or ommision in the disclosed data and furthermore, the causality of the shareholder’s damage and such illegal disclosure is assumed. The legislative purpose of this claim system is to protect shareholders and to build and develop a transparent and sound capital market. This damage compensation system is a means of privately seeking relief for damages suffered by shareholders, and is actively used in practice, and the judiciary's judgment has also been steadily accumulated since the days of the former Securities Exchange Act. Various issues are being discussed in this case, but the most important factor in winning or losing such a lawsuit is the proof of the absence of a causality. This is the burden of proof that the defendant must bear in accordance with the legal principles of the relevant laws and regulations that assume the causality of the shareholder’s damage and such illegal disclosure. As a result, the scope of the amount of damage is determined by the success and degree of the proof. Therefore, the defendants who have been sued will seek to prove that there is no causal relationship between the offense and the damage to the shareholders, or that the damage has occurred due to other factors. The method and degree of proof related to court precedents for many years have been established, and consistent legal principles exist accordingly. Recently, the Supreme Court ruled on a lawsuit for damages by shareholders for false disclosures and fraudulent accounting by Daewoo Shipbuilding & Marine Engineering (currently Hanwha Ocean). In this case, as the amount of compensation that the defendant company has to pay to the plaintiffs increased compared to the original trial, the scope of the liability for damages and the defendant's responsibility for proving the assumption of the amount of damages became a hot topic. As the cases of claims for damages by shareholders due to false entries or omissions in business reports have accumulated, precedents on major issues have been accumulated, and in-depth reviews of specific or individual facts are being conducted, which is considered encouraging from a practical point of view. In this paper, the contents, meaning, and related issues of the target judgment will be reviewed.