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(영문) 대법원 2019.08.14 2017다231980
주주확인등
Text

All appeals are dismissed.

The costs of appeal are assessed against the Defendants.

Reasons

The grounds of appeal are examined (to the extent of supplement in case of supplemental appellate briefs not timely filed).

1. As to the ground of appeal that there is an error in the presumption of the shareholder registry and the principle of burden of proof

A. A possessor of share certificates is presumed to be a lawful holder (Article 336(2) of the Commercial Act). Thus, a person who possesses share certificates is recognized as a right holder unless there is any counter-proof and the claimant must prove the counter-performance.

(See Supreme Court Decision 89Meu5345 delivered on July 11, 1989. When transferring shares in which share certificates are issued, a transferee of shares in which share certificates are issued shall deliver share certificates (Article 336(1) of the Commercial Act). A transferee of shares in which share certificates are issued may solely file an application for change of ownership with the company by proving the fact of transfer by presenting share certificates.

(See Supreme Court Decision 94Da36421 delivered on May 23, 1995). In this case, the company is sufficient if the claimant examines only the formal qualification as to whether the claimant occupies the real share certificates, and further, there is no obligation for the claimant to examine the actual qualification as to whether the claimant is the real shareholder.

Therefore, if a person who has acquired stocks with stock certificates files an application for change of ownership by presenting the stock certificates, etc., and the person who has the authority to prepare the register of shareholders fulfilled his/her duty to conduct a formal examination on the application, and accordingly the change of ownership is completed, the change of ownership should be deemed legitimate, barring any special circumstance.

B. Review of the reasoning of the lower judgment and the record reveals the following facts.

1) Defendant B (hereinafter “Defendant B”)

(1) On June 17, 1998, Defendant C Co., Ltd. (hereinafter “Defendant C”) is a company established for the purpose of real estate leasing business, etc.

Defendant B’s subsidiaries established on April 12, 200.

The plaintiff F, who is the Dong Dong, is the defendant B from the time when the defendant B was established to January 16, 2009.

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