명의주주의 법적 지위와 명의개서의 상호관계 - 대법원 2017. 3. 23. 선고 2015다248342 판결 -

Abstract

The Supreme Court held that title shareholder(plaintiff) in the register of shareholders has a standing to sue in an action for revocation of resolution of the shareholders meeting, even though the shareholder is not a real shareholder as a payer of purchasing money. The court reasoned that shareholder's right transferred by purchasing stock is vested in the real shareholder under the corporate law, but is attributed to the title shareholder according to the Act on Real Name Financial Transactions and Guarantee of Secrecy in case the listed stocks are purchased. On the other hand, the court held that only title shareholder should exercise his or her right against the issuing company and also the company should never permit the real shareholder to exercise the right because the entry of a change of shareholder in the register has a bilaterally legal binding force against both the company and the title holder, although the real shareholder has the right by the title trust agreement between the parties. Such decision was based on the character as organizational law of company law. In this paper, the court decision is commented in comparison with the existing cases and legal theories, and also some issues are analysed in relation to the review of legitimacy for the entry of a change of shareholder in the register.