(a) The meaning "no defense against the company" in Article 337 of the Commercial Act means "no defense against the company"

(b) Requirements for allowing the acquisition of treasury stocks under Article 341 of the Commercial Act;

(a) The effect of substantial acquisition of shares is limited to a case where the purchaser of shares fails to meet the requirements for setting up against the share transfer under Article 337 of the Commercial Act, and it cannot be exercised as a shareholder such as a right to claim a dividend of preemptive rights, etc.

(b) "When it is necessary to achieve its objective in exercising the rights of the company" in Article 341 (3) of the Commercial Act means when the debtor does not have any property other than the shares of the company.

Articles 337 and 341 of the Commercial Act

Supreme Court Decision 76Da1292 delivered on March 8, 1972 (Supreme Court Decision 11450 delivered on March 8, 197, Supreme Court Decision 25Da1950 delivered on June 20, 200)

Plaintiff

Defendant corporation

Gwangju District Court of the first instance (74Gahap157)

The judgment of the first instance shall be revoked.

On June 9, 1973, the Defendant confirmed that the change of name was null and void as to the shares listed in the attached list of the issuance of the Defendant Company’s shares listed in the name of the Defendant Company in the name of the deceased Nonparty 1, and fulfilled the procedure for cancellation of change of name.

All the costs of lawsuit shall be borne by the defendant.

The same shall apply to the order.

If Gap's 1,2,4,5,6 and Eul's 1,2,2,5, and Eul's 2 were collected each of the contents of Gap's 1,2,2,4,6 and Eul's 2, the court below's son's 2's son's son's son's son's son's son's son's son's son's son's son's son's son's son's son's son's son's son's son's son's son's son's son's son's son's son's son's son's son's son's son's son's son's son's son's son's son's son's son's son's son's son's son's son's 197.

As seen above, the Plaintiff asserts that the change of name in the name of the Defendant company is null and void in violation of Article 341 of the Commercial Act. The Defendant first asserted that the Plaintiff was a legitimate transferee of the shares, and that the Plaintiff did not enter the name and address of the shareholder in the register of shareholders against the Defendant company even if the Plaintiff acquired the shares legally, so it is disputed to the effect that the Plaintiff is not a legitimate acquisitor of the shares that can oppose the Defendant company since it did not enter the name and address of the shareholder in the register of shareholders. As such, the Plaintiff’s requirements for setting up a registered share transfer under Article 337 of the Commercial Act are examined as to whether the acquirer is a legitimate acquisitor of the shares, i.e., a shareholder’s right to vote, preemptive right to new shares, or right to claim dividends in the register of shareholders, and thus, if the transferee exercises the rights as such, it cannot be seen that the Plaintiff’s claim for nullification and cancellation of the shares cannot be asserted as a legitimate owner of the shares (as seen earlier, the Plaintiff’s claim for nullification of the shares cannot be applied to the above company.

Meanwhile, according to the above facts, the change of the name of the defendant's company in this case constitutes the acquisition of treasury shares when it is necessary to achieve its purpose in exercising the rights of the company under Article 341-1 and 2 of the Commercial Act, i.e., when it is intended to retire shares, or when it is not due to a merger of the company or an acquisition of the entire business of the other company, and even when the defendant acquired the shares in this case for the purpose of securing the obligations owed by the non-party 1 to acquire the shares in this case, in order to acquire the shares in this case by the non-party 1, the defendant company should finally acquire shares in this case in the absence of any property other than this case, unless the non-party 1 acquired the shares in this case except the non-party 6's testimony, and there is no evidence that the deceased non-party 1 had no property other than this case at the time of the change of the name of the defendant company's company's name, and therefore, it cannot be found that the change of the name of the non-party 13.

Therefore, the plaintiff's claim is justified, and the judgment of the court of first instance which differs from this result is revoked unfairly, and this appeal is justified, and the costs of the appeal are assessed against the defendant. It is so decided as per Disposition by the court of first and second instances.

[Attachment]

Judges Kim Jae-ju (Presiding Judge)