All appeals are dismissed.

The costs of appeal are assessed against the defendant.

The grounds of appeal are examined.

1. Whether the Plaintiffs who concluded a share transfer contract have rights to dividend payment (ground of appeal Nos. 1 and 2)

(a)(1) The status of a shareholder may be freely transferred by means of stock transfer, unlike the status of a member of a human company;

To transfer shares, the share certificate shall be delivered.

(Article 336(1) of the Commercial Act. However, if a company transfers shares without share certificates because it fails to issue share certificates within six months from the date of incorporation or the date of payment of new shares, it is only impossible to claim its effect against the company.

(Article 335(3) of the Commercial Act provides a transfer system to ensure the uniform and stable processing of rights relationship between shareholders and companies in consideration of the characteristics of collective legal relations in which shareholders continue to change due to the circulation of shares.

In other words, in order for a person who acquired shares by acquiring them to exercise shareholder rights against the company, his name and address must be entered in the register of shareholders.

(Article 337(1) of the Commercial Act. A transferee of shares who has transferred a title to the register of shareholders may legally exercise his/her rights as a shareholder, such as voting rights, dividend rights, and preemptive rights, unless he/she proves that he/she is a right holder.

(See Supreme Court Decisions 84Meu2082 Decided March 26, 1985; 2007Da51505 Decided March 11, 2010, etc.). In a case where a company considers a person recorded in the register of shareholders as a shareholder and recognizes the right as a shareholder, it is not liable even if such person is not a true shareholder (see, e.g., Supreme Court Decisions 96Da32768, Dec. 23, 1996; 3275, 32782, etc.). However, the Commercial Act only provides for the entry in the register of shareholders as a requisite against the company (Article 337(1)) and transfers shares.