[2] Whether only shareholders on the register of shareholders can exercise voting rights, such as voting rights, in relation to the company (affirmative in principle), and whether a company may deny the exercise of shareholder's rights by shareholders on the register of shareholders or recognize the exercise of shareholder's rights by those who did not complete the entry on the register of shareholders (negative in principle)

[2] Unless special circumstances exist, a person who is lawfully entered in the register of shareholders may exercise a shareholder’s right, such as voting right, in relation to the company, and the company may not deny the exercise of a shareholder’s right among those who actually acquired or intended to acquire shares, other than those who are listed in the register of shareholders, regardless of the existence of another person who actually acquired or intended to acquire the shares, and may not recognize the exercise of a shareholder’s right by a person who did not complete the registration in the register of shareholders. In cases where a shareholder’s right can be exercised in relation to the company even without completing the registration in the register of shareholders, limited to extremely exceptional circumstances

1. Judgment on the Defendant’s grounds of appeal

A. As to the lawsuit seeking revocation of the resolution of the general meeting of shareholders by 3 designated parties

If a director filed a lawsuit seeking revocation of a resolution of a general meeting of shareholders based on his/her position but died during the lawsuit or dies after the closing of the fact-finding proceedings, such lawsuit shall not be interrupted due to the death of the director. This is because the director is a member of the board of directors, who is a decision-making body of the stock company, and the status as a member of the decision-making body, shall not be subject to inheritance (see Supreme Court Decision 2003Da64381, Apr. 27, 2004

According to the records of the basic certificate bound in the records, it can be known that the designated person 3 died on September 23, 2015, which was after the closing of argument in the court below. Thus, the part of the lawsuit for the cancellation of the resolution of the general meeting of shareholders in this case was terminated without suspending the death of the designated person.

B. As to the claim for the performance of transfer procedure by the Plaintiff (designated parties, hereinafter “Plaintiffs”) and the remaining designated parties (hereinafter collectively referred to as “Plaintiffs, etc.”).

Upon examining the reasoning of the judgment below in light of the records, the court below is just in rejecting the defendant's assertion that the plaintiff et al. transferred part of the shares of the defendant company to the plaintiff et al. on August 13, 2012 (hereinafter "the subsequent transfer of shares of the defendant") is null and void as a juristic act contrary to social order, and contrary to what is alleged in the grounds of appeal, the amendment of the claim by the plaintiff et al. cannot be deemed to have been modified without any change in the basis of the previous claim and to have substantially delayed litigation procedures. Thus, it is difficult to recognize that the plaintiff et al. actively participated in the act of breach of trust against the intervenor. Thus, the court below did not err by misapprehending the legal principles on the requirements for changing the claim or by exceeding

2. Judgment on the Plaintiff’s grounds of appeal

Unless special circumstances exist, a person who is legally entered in the register of shareholders may exercise a shareholder’s right, such as voting rights, in relation to the company. A company may not deny the exercise of a shareholder’s right by a shareholder listed in the register of shareholders, even though having known the existence of another person who actually acquired or intended to acquire shares other than a shareholder listed in the register of shareholders, or cannot be recognized as exercising a shareholder’s right by a person who did not complete the entry in the register of shareholders. In cases where a shareholder’s right can be exercised in relation to the company without completing entry in the register of shareholders, limited to cases where special circumstances are acknowledged, such as where entry in the register of shareholders or request for change of shareholders was unreasonably delayed or rejected (see Supreme Court en banc Decision 2015Da248342,

The lower court determined that this part of the lawsuit by the Plaintiff et al. is unlawful on the ground that the Plaintiff et al. cannot seek revocation of each of the instant resolutions against the Defendant Company, on the grounds that there is no evidence to prove that the said Plaintiff et al. completed the transfer of title regarding the subsequent transfer at the time of the instant lawsuit, or that there was no evidence to prove that the Defendant Company unduly refused or delayed the transfer of title even after receiving a request for transfer from the said Plaintiff et al.

Examining the reasoning of the lower judgment in light of the aforementioned legal doctrine and the record, the lower court did not err in its judgment by misapprehending the legal doctrine regarding the meaning of shareholders under Article 376(1) of the Commercial Act, or by failing to exhaust all necessary deliberations, or by failing to exhaust all necessary deliberations, etc.

3. Conclusion

Therefore, among the instant lawsuits, the part on the claim for revocation of the resolution of the general meeting of shareholders by the Appointed 3 is declared to be terminated. The Plaintiff’s appeal and the Defendant’s remaining appeal are all dismissed. Of the costs of appeal dismissed, the part on the part regarding participation in the supplementary appeal are borne by the Intervenor and the remaining appellant. It is so decided as per Disposition by the assent of all participating Justices.

[Attachment] List of Appointeds: Omitted

Justices Lee Ki-taik (Presiding Justice)