2010 회사법 판례의 전개

Abstract

There were not many cases on the corporate law sentenced by the supreme court last year that have hot issues to be reserved. Belows are the summary and the arrangement of the cases that have issues to be reviewed. (1) Split-up of corporate is a important method of a reorganization of a company, The Korean Commercial Code § 503-9 ②, ③ regulate that a newly founded company can limit there responsibility to the debt of the property of invested among the debt of a company splitted-up. In order to that it is needed a procedural fulfillment. It should get the approval of the majority of shareholder meeting. And the company should notice limitation of debt to the creditor who they know or to the public. (2) The right of transfer of stock transfer books belongs to the shareholder's right, so any shareholder can ask to transfer of stock transfer books to the corporate. When shareholder transfer their stock, the right to ask to transfer of stock transfer books cross to a transferee from a transferor. So a transferor can not ask to the corporate to transfer the stock transfer books without the support of a transferee. (3) New issuance given to transferor of stock before transfer of stock transfer books belong to s transferor when it mattered to the corporate. But between transferor and transferee it should belong to the transferee when it mattered between themselves. The supreme court sentenced it belong to the transferee even it mattered between themselves. But transferee already got the premium of new issuance, so new issuance should belong to a transferor between themselves. (4) A Procedural flaws in shareholder's meeting of a reduction of capital can not be sued after the date of effect of reduction of capital. A sue of a procedural flaws in shareholder's meeting included in the procedure of sue of a invalidity of reduction of capital.