2023년 회사법 판례 회고

Abstract

This paper analyzes the Supreme Court’s decisions rendered in 2023 in relation of the corporate law. In 2023, the Supreme Court made several important rulings related to the basic legal principles of corporate law, the most important of which was the ruling that proposed a new standard for the equal treatment of shareholders. While the precedents rigidly applied this principle without taking into account the background of granting special rights or benefits to some shareholders, the Supreme Court’s decisions in 2023 presented a flexible standard for special circumstances in which unequal treatment can be justified. The Supreme Court issued a ruling in 2023 regarding the Hyundai Elevator case, which has been dragging on for over 10 years. This case was a case in which Hyundai Elevator attempted to maintain control of Hyundai Merchant Marine through a TRS transaction, and was a unique case in which the defense of corporate control over the Hyundai Group, rather than that of an individual company, was at issue. The Supreme Court ruled that, in terms of fiduciary duty of directors, a decision must be made who is more efficient for the operation of the company and the interests of shareholders as a whole, between the current management and a hostile acquior. This ruling has great significance in the circumstances of Korea, in which any proper legal principles for defense of corporate control has not yet emerged. The Supreme Court also ruled again on the reverse piercing of corporate veil, following the 2021 ruling. Unlike the 2021 case, which is simply an extension of the abuse of corporate personality for debt evasion, however, the 2023 ruling is significant in that it addresses the issue of reverse piercing of corporate veil itself, having nothing to do with debt evasion. However, it can be criticized in that the Court does not provide sufficient evidence. In addition, this paper analyzed briefly several court decisions rendered in 2023 in corporate law area.