[2] Whether there is a procedural defect in the resolution of the general meeting of shareholders conducted without giving a notice of convening a notice to a transferee of shares without a transfer of title (negative)

[3] The case holding that the court below erred in the misapprehension of legal principles, in case where Eul, who acquired the shares of Gap corporation prior to the issuance of the share certificates, satisfies the requirements for notification or consent of transfer without a document with a fixed date, Eul et al., completed transfer by double acquisition of part of the above shares, and Eul et al. thereafter held a temporary general meeting of shareholders without a notice of convocation as to Eul, and resolution was adopted such as removal from Eul et al. with the consent of all shareholders on the register of shareholders Eul et al.,

1. As to the grounds of appeal Nos. 1 through 4

For reasons indicated in its holding, the lower court rejected the Defendant’s assertion that the instant share transfer contract concluded by the Plaintiff with Nonparty 1 and 2 was null and void as a false representation of agreement, or that the Plaintiff was cancelled or cancelled due to the Plaintiff’s non-performance of the Plaintiff’s obligation to lend, on the grounds that it was recognized that the instant share transfer contract

In light of the relevant legal principles and records, the fact-finding and judgment of the court below are justifiable. Contrary to the allegations in the grounds of appeal, there were no errors by exceeding the bounds of the principle of free evaluation of evidence against logical and empirical rules, or by misapprehending the legal principles

2. As to the grounds of appeal Nos. 5, 6, and 7

A. The court below found that, in the process of appointing the above share transfer contract and the plaintiff's joint representative director, the notice of transfer of shares was given to the plaintiff, or the defendant company consented to the transfer of shares, the non-party 3 and the non-party 4 (hereinafter "non-party 2 transferee of the second shares of this case") acquired shares thereafter, and all the plaintiff and the second transferee of the second shares of this case did not obtain the notice of transfer or consent with a certificate with a fixed date, and determined that the plaintiff, the first transferee of the second shares of this case, can oppose the second transferee of the second shares of this case who acquired the second shares of this case after the contract of transfer of shares of this case, and can not claim that the second transferee of this case was in a preferential position as a shareholder in relation to the plaintiff, even if the second transferee of this case completed the transfer of shares on the register of shareholders.

Furthermore, the lower court determined that the instant resolution and ratification resolution were significant defects to the extent that the resolution could not exist in the instant resolution and ratification resolution, on the following grounds: (a) the Plaintiff was able to exercise shareholder rights regarding 9,500 shares that it acquired by himself against the Defendant Company; and (b) at the time of convening each general meeting of shareholders as of July 29, 201 and September 17, 2012, the Defendant Company notified Nonparty 1, 4, 3, and 5, who are shareholders on the shareholder registry, and did not notify the Plaintiff, at the time of convening each general meeting of shareholders as of September 17, 2012.

B. Examining the relevant legal principles and records, even if the Plaintiff, the first transferee, first of all, satisfies the requirements for notification or approval of transfer to the company, and then the second transferee of the instant shares re-acquisitions shares and completes the transfer of ownership on the register of shareholders, the judgment of the court below that the second transferee of the instant shares cannot assert that the Plaintiff is in the priority position as a shareholder in relation to the Plaintiff unless the second transferee satisfies the requirements for notification or approval by document with a fixed date, unless the second transferee satisfies the requirements for notification of transfer or approval by document with a fixed date (see Supreme Court Decision 2009Da8631, Apr. 29, 2010). In so doing, contrary to what is alleged in the grounds of appeal,

C. However, it is difficult to accept the lower court’s determination that the Defendant Company can immediately exercise its shareholders’ rights solely on the ground that the Plaintiff satisfied the requirements for the notification or consent of the transfer of the shares.

In order for a person who acquired shares to claim voting rights against the company, the register of shareholders must transfer the shares to the company. Thus, it cannot be said that there is a procedural defect in the resolution of the general meeting of shareholders on the ground that the transferee who did not transfer the ownership of shares did not notify the convocation of the general meeting of shareholders (see Supreme Court Decision 96Da32768, 3275, 32782 delivered on December 23, 196).

However, according to the reasoning of the judgment below and the record, the plaintiff was elected as representative director on November 20, 209, which was held immediately after the conclusion of the share transfer contract of this case. The above provisional general meeting of shareholders was held, and the non-party 1 (5,000 shares), non-party 2 (4,50 shares), non-party 5 (500 shares), and the non-party 2 (4,500 shares) were present at the non-party 1 (5,00 shares), and the non-party 2 (4,500 shares) were present at the non-party 5's general meeting of shareholders as joint representative director, and the non-party 6 was appointed as joint representative director, and the non-party 4 (5,00 shares), and the non-party 50 shares were present at the non-party 2 (5,500 shares), and the non-party 50 shares were not present at the non-party 5's general meeting of shareholders, and the non-party 2 (5,50000 shares).

As seen above, insofar as the Plaintiff was unable to exercise its shareholder rights to the shares that it acquired by transfer until the time of the resolution of this case, even if the Defendant Company held a temporary shareholders' meeting without convening a notice to the Plaintiff, it cannot be deemed that there was any serious defect leading to the absence or invalidity of the resolution of this case. In addition, even if the transferee of the shares of this case, which was a shareholder at the time of the resolution of this case, could not assert the preferential status against the Plaintiff or the Defendant, the shareholders' general shareholders' meeting was convened as of July 29, 201 by one of the joint representative directors, and the non-party 1 and the non-party 5 were present at the above shareholders' general shareholders' meeting and agreed to the resolution of this case. As long as the shares of the non-party 1 and the non-party 5 were equal to 55% of the total shares before the transfer of ownership, one of the joint representative directors did not convene a temporary shareholders' meeting jointly with another joint representative director, or the non-party 2 and the non-party 2, the transferee of this case before the transfer of the shares of this case did not exist.

Nevertheless, the court below determined that there was a serious defect to the extent that the resolution of this case could not exist, based on the circumstances stated in its reasoning. In so doing, the court below erred by misapprehending the legal principles on the exercise of shareholder's rights by the transferee who did not enter the change of holders and the grounds for invalidation and non-existence of the resolution of the general meeting of shareholders, or by failing

3. Conclusion

Therefore, without further proceeding to decide on the remaining grounds of appeal by the Defendant, the lower judgment is reversed, and the case is remanded to the lower court for further proceedings consistent with this Opinion. It is so decided as per Disposition by the assent of all participating Justices.

Justices Jo Hee-de (Presiding Justice)