2015Da246780 Copies of the register of shareholders

2015Da246797 (Consolidation) Copies of the register of shareholders

Economic Reform Society

1. S.C.;

2. The litigant of the merged Samsung C&T Co., Ltd. (11011 - 002975)

Sungsan Co., Ltd. (11011 - 015762)

Seoul High Court Decision 2015Na2004199, 2015Na2004205 decided October 7, 2015

(Consolidation) Judgment

November 14, 2017

All appeals are dismissed.

The costs of appeal are assessed against the Defendants.

The grounds of appeal are examined.

1. A shareholder may request for perusal or reproduction of the roster of shareholders at any time during business hours (Article 396(2) of the Commercial Act) and beneficial shareholders as prescribed by the Financial Investment Services and Capital Markets Act (hereinafter “Capital Markets Act”) may also request perusal or reproduction of the roster of shareholders (Article 315(2) of the Capital Markets Act). The purpose of this is to protect shareholders by allowing shareholders to effectively exercise shareholders’ rights, thereby protecting the interests of the company and at the same time protecting the interests of the company. In addition, minority shareholders are also in charge of preventing abuse of shareholders’ rights by allowing shareholders to jointly exercise shareholders’ rights or recommend to exercise voting rights by proxy with other shareholders.

However, since the registry of beneficial shareholders prepared with respect to listed stocks deposited in the Korea Securities Depository pursuant to the Capital Markets Act has the same effect as the registry of beneficial shareholders under the Commercial Act (Article 316(2) of the Capital Markets Act), there is no reason to treat the same differently from the registry of beneficial shareholders in determining whether to recognize the right to peruse and copy the said registry and the need thereof. Therefore, Article 396(2) of the Commercial Act may apply mutatis mutandis to cases where a beneficial shareholder requests perusal and copy of the registry of beneficial shareholders. The scope of allowing perusal and copy is not limited to those falling under “the entire entries on the registry of beneficial shareholders,” but is limited to “the entry on the registry of beneficial shareholders,” such as the name and address of the beneficial shareholder, and the type and number of shares by beneficial shareholders, which are “the entry on the registry of beneficial shareholders.” To such extent, such perusal or copy cannot be deemed to violate the Personal Information Protection Act, which restricts

Examining the reasoning of the lower judgment in light of the aforementioned legal principles, the lower court is justifiable to have determined that perusal and reproduction of the Defendants’ respective lists of beneficial shareholders in this case is permissible by applying Article 396(2) of the Commercial Act mutatis mutandis. In so doing, the lower court did not err by misapprehending the legal doctrine on the scope of perusal and copying of the roster of beneficial shareholders, provision of personal information to

2. In a case where a shareholder or a company creditor requests perusal and copy of the shareholder registry, etc. pursuant to Article 396(2) of the Commercial Act as to whether there exists a legitimate purpose for the Plaintiff’s request for perusal and copy of the shareholder registry, etc., the company cannot reject such request unless there exist special circumstances, such as the absence of justifiable purpose. In this case, the burden of proving that there is no legitimate purpose is borne by the company (see Supreme Court Order 97Do7, Mar. 19, 1997). Such a legal principle is equally applied even in a case where the right of perusal and copy of the beneficial shareholder registry is acknowledged by analogy of Article

Examining the reasoning of the lower judgment in light of the aforementioned legal principles and records, the lower court is justifiable to have determined that it was difficult to readily conclude that the Plaintiff’s respective claims for perusal and copying of the instant case were not justifiable, on the grounds indicated in its reasoning. In so doing, contrary to what is alleged in the grounds of appeal, the lower court did not err by exceeding the bounds of the principle of free evaluation of evidence against logical and empirical rules, or by misapprehending

3. Conclusion

Therefore, all appeals are dismissed, and the costs of appeal are assessed against the losing party. It is so decided as per Disposition by the assent of all participating Justices on the bench.

Justices Lee Ki-taik

Justices Park Young-young

Justices Kim Chang-suk