대법원 2017. 3. 23. 선고 2015다248342 전원합의체 판결에 대한 논의의 재검토

Abstract

In March 23, 2017, the Supreme Court(Case No. 2015 Da 248342) holds that “The company shall determine shareholders who can exercise their rights only by registering the shareholder register. Even if a registered shareholder exercises shareholder rights against the intention of a real shareholder, it can not be seen as against the principle of good faith.” The Supreme Court’s Judgment holds that “Only shareholders who have been entered in the shareholder register (nominal shareholder) can exercise the right of a shareholder to the company, even though such shareholders have not actually the right of a shareholder. This rule is applied not only to the issuance of share, but also to the transfer of shares. Also this rule should be applied even to the company as well as to the shareholders. Therefore, the company should not deny the exercise of the right of a shareholder of nominal shareholders, and should not accept the exercise of the right of a shareholder of real shareholders, even though the company knows real shareholders besides nominal shareholders.”, and changes the existing precedents that allowed real shareholders to exercise shareholders' rights. Furthermore, the company should not allow the exercise of unregistered shareholders’ rights. It is not necessary to expand the interpretation of the Supreme Court’s Judgment, because it is not concerned with the question of who is the shareholder, between the nominal shareholders and the real shareholders, but only about the exercise of shareholder rights in relation to the company.