2012년 회사법 판례회고

Abstract

This paper research on three issues of the corporate law. Belows are the summary and arrangement of the cases. First, The Director’s liability for damage to the shareholder. With the issue, the major of researchers admit that indirect damage also belong to the range of the damage that directors should reward. But cases of supreme court assert that just direct damage that shareholder suffered are rewarded. Second. The effect of the transfer of the stocks before the issue of the share certificate. The case has pointed that, in order to resist to the third party, the transferee of the shares should notify or have the admission of the corporate by the certificate that verify the fixed date. If the transferor have double transferred the stock before the issue of the share certificate, is the transferor liable to the first transferee for illegality? The cases of supreme court admit that transferor is liable to the first transferee for illegality. The cases urges that the transferor of the stocks before the issue of the share certificate has the contract liability that he should give the chance to the transferee to have the entire right and profit of share. If he breached that right by transfer the shares to the third party, it constitute the illegality. Third, When shareholders lost their right to the new issuances, the director’s meeting has the discretion to allocate that new issuances to the third party even though it is not regulated in chart. The new issuing shares to the third party are permitted just when it is regulated in chart and when it's purpose is to induce new technique or improve the financial situation. When shareholder waived their right to receive the new issuances, The case sees that the corporate can issue them to the third party in the same condition by the allowance of director’s meeting even though new issuances to the third party is not regulated in chart.