[1] The validity of change of rights of reorganization creditors pursuant to the approval of reorganization plan

[2] The case holding that where a security was reported as a security right holder of shares but the actual value of the shares was assessed as zero won and the security was denied, the security right to the above shares was extinguished, and it cannot be recognized that the reorganization company did not include the security right holder's right guarantee scheme and the disposal plan of shares in the reorganization plan, and it cannot be deemed that it renounced the ownership of the above shares and explicitly expressed its intention to entrust the disposal to

[3] The case holding that where a secured party who has an objection to the appraisal of the value of collateral did not file a lawsuit for confirmation of the security or withdraws after filing a lawsuit, claiming the return of the object of security extinguished by the approval decision of reorganization program cannot be deemed as an abuse of good faith or an abuse of rights

[1] Articles 241 and 242 (1) of the Company Reorganization Act / [2] Articles 124, 241, and 242 (1) of the Company Reorganization Act, Article 105 of the Civil Act / [3] Articles 147, 241, and 242 (1) of the Company Reorganization Act, Article 2 of the Civil Act

[1] Supreme Court Decision 2002Da20964 decided Mar. 14, 2003 (Gong2003Sang, 974) Supreme Court Decision 2001Da64073 decided Aug. 22, 2003 (Gong2003Ha, 1905)

C. S. S. S. S. S. S. S. S. S. S. S. S. S. S. S. S. S. S. S. S. S. S. S. S. S. S. S. S. S.

Seoul High Court Decision 200Na14488 delivered on May 2, 2008 and 201 others (Attorney Byung-il et al., Counsel for the plaintiff-appellant)

Seoul High Court Decision 2004Na31670 delivered on January 27, 2005

The judgment below is reversed and the case is remanded to Seoul High Court.

1. The judgment of the court below

The court below accepted the judgment of 1.2 of this case. The defendant 2 of this case's 200 billion won shares were adjusted to 1.2 of this case's 5 billion won shares, and the defendant 2 of this case's 200 billion won shares were adjusted to 1.2 of this case's 200 billion won shares, and the defendant 2 of this case's 200 billion won shares were adjusted to 300 billion won shares and 4. The defendant 2 of this case's 2 of this case's 100 billion won shares were notified to 300 billion won shares, and the defendant 2 of this case's 2 of this case's 100 billion won shares were purchased to 300 billion won shares and 4. The defendant 2 of this case's 2 of this case's 100 billion won shares were purchased to 400 billion won shares, which were entered in the 1.3 billion won trust shares of this case's 200 billion won shares.

Furthermore, the lower court rejected the Defendants’ claim for reorganization of the shares, based on the following facts: (i) the Plaintiff’s disposal of the shares by investigating the value of the collateral and assessing the value of the collateral is the most fundamental requirement; (ii) the appraisal of the value of the shares is not easy if the issuing company did not have any other valuation standards; (iii) the total value of the shares cannot be deemed zero won if the value of the shares was lost in terms of asset value; and (iv) the Defendants’ disposal of the shares could not be acknowledged as a reorganization security holder for reasons that the issuing company would not have any objective value to trade with a certain value in the future or outside of the company, and thus, it would be difficult to establish objective criteria for determining the value of the shares; and (iv) the Defendants’ claim for reorganization of the shares to the effect that the Defendants would not have any possibility of infringing upon the rights-holder’s right-holder’s rights-holder’s rights-holder’s rights-holder’s rights-holder’s rights-holder’s rights-holder’s rights-holder’s rights-holder’s rights-based rights-holder’s rights-holder’s rights-holder’s rights-based interests.

2. Judgment of the Supreme Court

However, we cannot accept the judgment of the court below for the following reasons.

A. Article 241 of the Company Reorganization Act provides that, with the exception of the rights recognized pursuant to the provisions of the reorganization plan or the provisions of the same Act, the company shall be exempted from liability for all reorganization claims and securities, and all security rights in stockholders’ rights and property of the company shall be extinguished. Article 242(1) of the Company Reorganization Act provides that the rights of reorganization creditors, security holders, and stockholders shall be changed in accordance with the provisions of the reorganization plan when the approval of the reorganization plan is decided. Article 242(1) of the Company Reorganization Act provides that the rights of reorganization creditors, etc. shall be changed in accordance with the provisions of the reorganization plan, and it does not mean that the reorganization creditors, etc. have the effect of substantial change in accordance with the contents of the reorganization plan, and it does not mean that the change is made in the liability separate from the obligation. Accordingly, if the approval of the reorganization plan has been decided, the time limit for the reorganization creditors, etc. shall be extended, and if reorganization claims or securities are converted into equity investment, their rights shall be terminated at the time of approval or the reorganization plan (see Supreme Court Decision 2014Da.

According to the records, although the Defendants reported a reorganization security within the reorganization company's claim reporting date, when the value of the light broadcasting stocks of this case, which is the collateral of this case, was assessed to 0 won, the receiver of the reorganization company denied the Defendants' security and recognized the entire amount of credit reported by the Defendants as the reorganization claim; the Defendant Mutual Savings Bank withdrawn the lawsuit after filing a lawsuit for confirmation of the reorganization security; the Defendant Dongg Capital became final and conclusive as it did not file a lawsuit for confirmation of the reorganization security; and the receiver of the reorganization company obtained the approval of the court by preparing the reorganization plan without including the disposal plan of the light broadcasting stocks of this case; and the reorganization plan provides that "the security interest of the reorganization security holder shall continue to exist in the order of the court with the security interest as the secured claim." However, the security interest of the Defendants on the stocks of this case, which are not recognized as the reorganization security or superficies for the purpose of security, shall not be deemed to have been recognized as having been in accordance with the order of the reorganization security holder's participation in the reorganization procedure.

B. Meanwhile, in cases where the actual disposal value of collateral exceeds the appraised value of the collateral, there is an example of accepting the demand of a security holder to repay the part acknowledged as a reorganization claim in excess of the appraised value of the collateral as the remaining amount among the disposal value of the collateral, and preparing such repayment plan in the reorganization program. In such cases, the secured party may receive preferential reimbursement for a claim not recognized as a security in excess of the appraised value of the collateral. However, this is only due to the effect of a change in the right in accordance with the approval of the reorganization program, and it cannot be deemed as a natural right that can be acknowledged as a security holder. There is no evidence to acknowledge that such a plan to guarantee a security holder’s status is included in

C. Therefore, when the actual value of the instant light broadcasting stocks was assessed at zero won, even if the reorganization company denies all the Defendants’ securities and did not include the disposal price of the instant light broadcasting stocks in the reorganization plan, as well as in the content that the Defendants’ securities were used in satisfaction of the reorganization claim, it cannot be presumed that the reorganization company renounced the ownership of the instant light broadcasting stocks, which are collateral object, and delegated the disposal thereof to the Defendants who are the security right holder. In addition, inasmuch as the Defendants’ security right to the instant light broadcasting stocks has already expired due to the reorganization plan’s approval decision, it cannot be recognized that the reorganization company renounced the ownership of the instant light broadcasting stocks, which are collateral object, or implicitly expressed the intent to delegate the right to dispose of the stocks, on the ground that the receiver did not raise any objection against the Defendant’s intent to dispose of the stocks and to acquire the instant light broadcasting stocks without demanding their return prior to the instant claim.

D. In addition, even in cases where a company issuing stocks cannot assess the value of stocks in terms of asset value due to capital erosion, but it is not easy to assess the value of stocks as collateral on the ground that the objective transaction price of the stocks is not formed but it is not easy to establish the appraisal standard, it is used as a single part to assess the value of the stocks as 0 won on the basis of the appraisal of the value of the stocks as collateral. This is because Article 124 of the Company Reorganization Act provides that a secured party who has created a security interest cannot be recognized as a security holder from among the secured claims, but this is because Article 124 of the Company Reorganization Act provides that the secured party who has an objection to the appraisal of the value of the collateral shall be recognized as a security within the scope of the object of the security interest among the secured claims. Thus, the secured party who has an objection to the appraisal of the value of the collateral may file a lawsuit for the confirmation of the security interest, and thus, it is difficult to view that the reorganization company's filing of a lawsuit for

E. Nevertheless, the court below's dismissal of the plaintiff's claim seeking the return of the light broadcasting stocks of this case on the ground that the reorganization company did not prepare the reorganization program as a security right guarantee measure, but renounced ownership of the stocks of this case and the defendants expressed their intent to dispose of them at its own discretion. Even if such intent cannot be inferred, it is obvious that the court below erred in the misapprehension of legal principles as to the forfeited system, implied expression of intent, and the principle of trust and good faith under the Company Reorganization Act, and affected the conclusion of the judgment.

3. Conclusion

Therefore, without further proceeding to decide on the remaining grounds of appeal, the judgment below is reversed, and the case is remanded to the court below for a new trial and determination. It is so decided as per Disposition by the assent of all participating Justices on the bench.

Justices Yoon Jae-sik (Presiding Justice)