(b) Where a change of holders is not made after taking over shares, the ownership of preemptive rights;

B. Pursuant to Article 416 of the Commercial Act, specific preemptive rights derived from the issuance of new shares by a resolution of the general meeting of shareholders or the board of directors are not belonging to shareholders’ inherent rights, but merely a specific right arising from a resolution of the general meeting of shareholders or the board of directors under the above Commercial Act. Thus, the preemptive rights are not transferred as a result of the transfer of shareholders’ rights. If a company issues new shares and limits the holders of such rights to shareholders listed in the register of shareholders at a certain point of time by the resolution of the general meeting of shareholders or the board of directors, the preemptive rights are legally asserted against the

The costs of appeal are assessed against the plaintiff.

1. The court below, based on its evidence, donated 900 shares (50 won per share, 500 won per share, and 90 shares was reduced by the consolidation on June 21, 1987; hereinafter the same shall apply) owned by the defendant to the plaintiff on February 28, 1983. The court below determined that the plaintiff acquired the shares owned by the above non-party on March 9, 1984 after the donation of the above shares, and that the transfer procedure for the above shares was not completed. The defendant issued new shares on three occasions from July 6, 1987 to August 29 of the same year, and issued new shares on three occasions as indicated in its reasoning, and allocated shares total 5,670 shares to the above non-party registered as shareholders on the shareholder registry, and that the non-party acquired the new shares by acquiring them and paying the price for the shares.

2. As to the first ground for appeal:

In order for a person who has acquired registered shares to be recognized as a shareholder against the company, the register of shareholders shall state the name and address of the acquisitor in the register of shareholders (Article 337(1) of the Commercial Act); and in cases where the acquisitor files a request for change of ownership, he/she shall present the acquired shares to the company,

Therefore, as determined by the court below, if the plaintiff received the donation of the shares of this case from the non-party and notified the defendant of the above acquisition of the shares, it is difficult to deem that the defendant requested a transfer of ownership only with the above notification. Therefore, the court below's rejection of the plaintiff's assertion that there was a transfer of ownership in the same opinion is just, and it cannot be deemed that there was an error of misconception of facts in violation of the rules of evidence or a misapprehension of the legal principles

3. Regarding ground of appeal No. 2

Pursuant to Article 416 of the Commercial Act, specific preemptive rights derived from the issuance of new shares by a resolution of the general meeting of shareholders or the board of directors are not belonging to shareholders, but merely a specific right arising from a resolution of the general meeting of shareholders or the board of directors under the above Commercial Act. Thus, if a company issues new shares and the person to whom such rights accrue is limited to shareholders listed in the register of shareholders at a certain point of time by the resolution of the general meeting of shareholders or the board of directors, the preemptive rights shall belong to shareholders legally oppose the company, i.e., shareholders listed in the register of shareholders, regardless of whether they are actually shareholders at a certain point of time, so if a shareholder listed in the register of shareholders has

In the same purport, the court below deemed that the non-party’s determination of the new shares of this case as lawful acquisition is reasonable, and contrary to the allegations in the grounds of appeal, the court below did not err by misapprehending the legal principles on the preemptive right.

4. Therefore, the appeal shall be dismissed and all costs of appeal shall be assessed against the losing party. It is so decided as per Disposition by the assent of all participating Justices.

Justices Park Jong-ho (Presiding Justice)