2023년 회사법 중요판례평석

Abstract

This paper examines key decisions delivered by the Korean courts in 2023, with a specific focus on critical jurisprudence within corporate law. Eleven major decisions discussed in this paper are categorized as follows: ① shares and shareholders’ rights, ② directors and board of directors, ③ fundamental corporate change, and (reverse) piercing the corporate veil. The pivotal jurisprudence in 2023 revolves around the scope of the equal treatment of shareholders theorem. The ongoing debate in practice explored whether companies may grant new investors a set of privileges, particularly in cases requiring fresh equity financing. The privileges, encompassing monitoring and exit rights, may seemingly contradict the traditional equal treatment rule, leading to uncertainty about the validity of these clauses. In four cases from July and August 2023, the Supreme Court of Korea (“the Court”) acknowledged the flexibility of the equal treatment rule, asserting that such privileges would be deemed valid under specific conditions. Regarding precedents related to directors and boards of directors, the Court maintained a relatively strict stance. It held directors accountable for maintaining control and attempting to expand business through high-risk financial derivatives (2019Da280481). Additionally, the Court emphasized that the board’s approval of related-party transactions should occur before the transaction, not afterward (2021Da291712).