(a) Validity of the transfer of stocks in contravention of the articles of incorporation under the indemnity Act;

(b) A case of misapprehension of legal principles as to a general meeting of shareholders;

A. Even if shares are transferred in violation of the articles of incorporation at the time of the enforcement of the former Act, it is reasonable to interpret that the transfer is valid after the enforcement of the new Commercial Act.

B. In a case where the convocation procedure of a general meeting of shareholders is unlawful due to a defect in the procedure of a general meeting of shareholders in a single-person company, the resolution shall not be deemed to be unlawful in the absence of any special circumstances, by attending the general meeting of shareholders called for exercising shareholders' rights

Article 335 of the Commercial Act, Article 2 of the Enforcement Act of the Commercial Act

Supreme Court Decision 66Da1187, 1188 Decided September 20, 1966

Same-sex Industries Co., Ltd.

Defendant

Seoul High Court Decision 63Na25 delivered on May 23, 1963

We reverse the original judgment.

This case is remanded to the Daegu District Court Panel Division.

As to the grounds of appeal by the Plaintiff’s attorney

According to the facts established by the court below, this site is originally owned by the non-party 1 company, and 1,200 shares of the above company were 2,40 shares of the above company as 2,40 shares, and the remaining 1,200 shares were Japanese shares. However, after it was reverted to the government, 1,200 shares of the above Japanese shares were due to the plaintiff's 1,200 shares, and the plaintiff's share price was paid on September 15, 1960, and 1,200 shares of the above company were paid to the non-party 1 and 4 other than 10 shares of the above company to the non-party 4 and the non-party 1,20 shares of the above company were transferred to the non-party 1 company to the non-party 4 and the non-party 4 company's representative director, who was the non-party 1's representative director at the 1958 shareholders' meeting, the non-party 1 company's shares were transferred to the non-party 1 company.

It is reasonable to interpret that the transfer of shares is in violation of the above provisions of the company's articles of incorporation at the time of the enforcement of the former Commercial Act, even if the transfer of shares is in violation of the above provisions, and it is only impossible to oppose the company. If we consider the provisions of Article 2 of the Commercial Act, effective January 1, 1963, and Article 335 of the Commercial Act, it is reasonable to interpret that the transfer of shares is in contravention of the above provisions of the prohibition of transfer of shares at the time of enforcement of the new Commercial Act. Since the above provisions of the law on the convocation procedure of the general meeting of shareholders are intended to protect the interests of each shareholder, it is reasonable to conclude that the above provisional shareholders' meeting was convened by the meeting of the 10th director without the authority to convene the general meeting of shareholders, and that the above resolution of the 10th director and the 1st director of the company cannot be seen as valid, even if the above resolution of the 10th director of the company cannot be seen as valid.

Therefore, it is so decided as per Disposition with the assent of all participating judges.

Supreme Court Judge Lee Young-su (Presiding Judge) (Presiding Judge) and Lee Dong-dong Gyeong-dong