1. Of the Plaintiff’s lawsuit against Defendant C and the lawsuit against Defendant B, part of the Plaintiff’s claim for confirmation of existence of issuance of new shares.

1. Basic facts

A. Defendant Company is a corporation established for the purpose of real estate consulting, real estate sale and lease business, and Defendant C is the representative director of Defendant Company.

B. On May 31, 2017, Defendant Company: (a) held a general meeting of shareholders and issued 8,000 common shares of KRW 5,000 at par value; and (b) completed registration of modification on June 2, 2017; and (c) Defendant C accepted all the shares.

[Ground of recognition] Facts without dispute, Gap evidence No. 4, Eul evidence No. 5, the purport of the whole pleadings

2. Determination on this safety defense

A. The Defendants’ defense asserted that the Plaintiff was transferred the shares of this case from the Defendant Company D, a shareholder of the Defendant Company, and sought confirmation of non-existence of the issuance of the shares of this case against the Defendants. The Defendants asserted to the effect that, in the case of Defendant C, the Defendant Company was merely an institution of the Defendant Company, and that the Plaintiff, not a shareholder of the Defendant Company, did not have any

B. (1) In the case of issuance of new shares, the company is conducted by a resolution of the board of directors or the general meeting of shareholders in the case of issuance of new shares, and the subject of such act is the company, and only the company is the defendant in the lawsuit for confirmation of non-existence of issuance of new shares, and the plaintiff's lawsuit against the defendant C is unlawful

(2) Next, there is no special provision in the Commercial Act, etc. as to who can file a lawsuit for confirmation of non-existence of issuance of new shares, and if a person has a legitimate interest in verification of non-existence of issuance of new shares, any person may file a lawsuit for confirmation. However, in a lawsuit for confirmation, the benefit of confirmation is recognized only when it is the most effective means to obtain a judgment of confirmation that is rendered in order to eliminate the Plaintiff’s right or legal status unstable danger and anxiety (see, e.g., Supreme Court Decision 2015Da66397, Jul. 22, 2016).