2013년 회사법 판례회고

Abstract

This paper research on six issues of the supreme court case on corporate law in 2013. First, even if it is the shares lost opportunity in new issuance, when issuing to the third party it will be considered as the issuance to the third party, and in the case of the issuance to the third party, a regulatory procedure different from that for the issuance to the shareholder is in place, so shares lost opportunity in new issuance must also implement the same regulatory procedure. Second, looking at the status of the actual shareholders who have trust of the name of shareholder, the Supreme Court does not rely on a formal criteria like a shareholder list but delivers rulings that prioritize the status of the real shareholders. Third, in solidarity with the company, the liability of the illegality of the chief director is recognized, so in the case that the chief director harms others with inadequate business management, he or she must take the responsibility. Forth, as a requisite of being the external chief director, appearance of trustworthiness is necessary, and whether or not there are malice or gross negligence on part of the opposing party is a problem of fact finding, so in this case the Supreme Court’s opinion should be adhered. Fifth, when seeking to dismiss the auditor before tenure, without a legitimate reason the resulting damage should be compensated, and the Supreme Court recognizes the legitimate reason for dismissal before tenure only when an objective situation that prevents the proper auditor from executing one’s duty occurs, and only a loss of subjective trust relationship is not sufficient. Sixth, in connection to the regulation of loans, direct loans were not given to the directors but if indirectly loan money were delivered to the directors, it should be seen as loan for “the director and such” and regulated accordingly.