The appeal is dismissed.

The costs of appeal are assessed against the defendant.

The grounds of appeal are examined.

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

A. The absence of issuance of new shares means a case where the procedural and substantial defect of the issuance of new shares is extremely serious when a stock company issues new shares and increases its capital, i.e., the substantive defect of the issuance of new shares cannot be deemed to exist and only the alteration registration due to the issuance of new shares exists;

(See Supreme Court Decision 2006Do48 delivered on June 2, 2006, etc.). B.

For the following reasons, the lower court determined that the Defendant, who was a director of the Plaintiff at the time of the issuance of the instant new shares, was liable to compensate for the acquisition of the instant new shares that was not acquired even after

In addition, the defendant's assertion that there is no possibility that the director's warranty liability may be an issue because there is a defect to the extent that the substance exists in the issuance of new shares in this case.

1) There is no evidence to acknowledge that the minutes, etc. of the board of directors regarding the issuance of new shares of this case were forged, and the appearance of the purchase price of the new shares of this case was created by means of the fictitious payment using Article 421(2) of the Commercial Act, or that the issuance of the new shares of this case was conducted on the premise of such fictitious payment from the beginning of the beginning of the beginning, it cannot be deemed that the issuance of the new shares of this case was invalid or nonexistent. (2) The payment of the purchase price of the new shares of this case by offsetting a false loan claim cannot be acknowledged as the fictitious payment of the purchase price of the shares using Article 421(2) of the Commercial Act

C. Examining the reasoning of the lower judgment in light of the relevant legal principles and records as seen earlier, the lower court did not err by misapprehending the legal principles regarding the absence or validity of issuance of new shares and the establishment of warranty liability for acquisition, contrary to what is alleged in the grounds of appeal.

2. As to the ground of appeal No. 2, the lower court on the issuance of new stocks of this case.