The costs of appeal are assessed against the Plaintiff.

1. As to the grounds of appeal Nos. 1 to 3 and 5

A. Article 418(1) and (2) of the Commercial Act provides that the company may, in principle, allocate new shares to the existing shareholders in cases where the company issues new shares and only when the articles of incorporation provide for the allocation of new shares to a third party, and protect the preemptive rights of existing shareholders by limiting the grounds therefor to cases where it is necessary to achieve business objectives, such as the introduction of new technologies

Therefore, the allocation of new shares to a third party in order to achieve the purpose of the management's defense of management right or management right in the situation where the management right dispute is not realized even though there is no such ground is an infringement on a shareholder's preemptive right in violation of Article 418

(See Supreme Court Decision 2008Da50776 Decided January 30, 2009). Such a legal doctrine applies likewise to cases where bonds with warrants are issued to a third party (see the latter part of Article 516-2(4) of the Commercial Act and the proviso of Article 418(2) of the Commercial Act).

On the other hand, to invalidate the issuance of new shares after the issuance of them is likely to undermine the safety of transaction, the grounds for invalidation should be strictly interpreted in the lawsuit that invalidates the issuance of new shares. However, in a case where there is an error in violation of the Acts and subordinate statutes or the articles of incorporation, and it is contrary to the essence of the corporation, the basic principles of the company law, or has a significant impact on the interests of

(See the above 208Da50776). Bonds with warrants are bonds with preemptive rights to claim certain number of new shares at a predetermined price, and such bonds with warrants are issued.