The judgment of the court below is reversed, and the case is remanded to Suwon District Court Panel Division.

1. In citing the reasoning of the judgment of the court of first instance, the lower court: (a) may transfer shares prior to the issuance of share certificates in accordance with the method of transferring nominative claims pursuant to Article 335(3) of the Commercial Act; and (b) may assert the right of the Defendant Company to be notified to the Defendant Company; (c) upon amending the articles of incorporation on May 27, 2010, the Defendant Company newly established a provision that limits the transfer of shares requires approval of the board of directors when transferring shares; and (d) registered on the corporate register on the same day, the said provision was accordingly stated; (c) in order to assert the fact that the Plaintiff acquired shares from C before the amendment of the articles of incorporation of the Defendant Company, the fact of transfer should have been notified to the Defendant Company prior to the amendment

2. Prior to the Supreme Court’s judgment on the grounds of appeal, the lower court’s above determination is difficult to accept for the following reasons.

If the transfer of shares before the issuance of share certificates takes place six months after the incorporation of the company, the transferee of shares can independently prove that he/she acquired shares without the need for the transferor's cooperation and then request the change of ownership to the company, unless there are special circumstances.

(See Supreme Court Decision 9Da67529 Decided March 23, 200, and Supreme Court Decision 2005Da45537 Decided September 14, 2006, etc.). According to the reasoning of the lower judgment, the Plaintiff acquired the shares of the Defendant Company from C on January 18, 2010, and thus, according to the above legal doctrine, the Plaintiff is entitled to file a claim for the transfer of the shares with the Defendant Company. The Defendant Company established a new provision on the transfer restriction to the effect that the transfer of shares must be approved by the board of directors on May 27, 2010, which is thereafter. Accordingly, the Plaintiff is subject to the said provision.