A. Whether there is a legal interest in seeking confirmation of invalidity of the initial appointment resolution, where a director appointed by a resolution of the general meeting of shareholders seeking confirmation of invalidity is re-appointed at the meeting of shareholders held after such resolution is adopted;

(b) The case holding that a director dismissed by the initial resolution has a legal interest in seeking confirmation of invalidity of the resolution, on the grounds that there exist grounds for non-existence of the resolution in sequence after the resolution of the general meeting of shareholders seeking confirmation of invalidity is adopted.

(c) Where security for transfer of stocks prior to the issuance of share certificates is constituted;

(d) The validity of the stock disposal by the stock mortgagee;

A. If a director is dismissed from office before the expiration of his/her term of office by a resolution of the general meeting of shareholders on the replacement of the officer, and the successor director is appointed after the expiration of his/her term of office, even if the former resolution of the general meeting of shareholders becomes null and void, it would result in lack of the requirements for protection of rights as a lawsuit seeking confirmation of legal relations or legal relationship in the past. However, if the resolution of the general meeting of shareholders who appointed the successor director is deemed non-existent due to procedural defects other than the defect of the general meeting convened by the unentitled person, and the contents of the resolution, whether the initial resolution of the appointment of the director is null and void shall have a direct interest in the present officer's determination. In this case, there is a legal interest in seeking confirmation of invalidity of the initial resolution of the appointment, and the "resolution of the successor director" as referred to in this case shall be excluded from the initial appointment of the director, and the other person shall be limited to the subsequent resolution of the appointment of the director, unless there is any special reason to the contrary.

B. The case holding that, in case where a special general meeting of shareholders convened two times after the resolution of the initial general meeting of shareholders, Gap et al., who were shareholders of the company Gap et al, who held the whole shares issued by the company at the time, attended the meeting and passed a resolution to appoint executives, it shall be deemed that there is no resolution of the general meeting of shareholders since it constitutes a serious defect to the extent that the resolution of the general meeting cannot be deemed to exist, and therefore, it shall be deemed that there is no resolution of the general meeting of shareholders since the first special meeting of shareholders, which was convened two times after the resolution of the general meeting of shareholders, was still directly related to the determination of the officers of the company Eul as of the present time,

(c) if, at the time of an agreement on stock transfer made for the purpose of securing bonds, shares have not been issued despite the lapse of six months after the incorporation of the company, at the time of such agreement, the agreement shall have effect as a transfer of shares;

D. In the case of the transfer of security for shares, the mortgagee is an external owner of shares. Thus, the person who thereafter purchased the mortgaged shares from the mortgagee cannot claim ownership unless there are special circumstances to the mortgagee, and even if the said transfer remains as a settlement type, it does not mean that the person who purchased the mortgaged shares may oppose the purchaser of the mortgaged shares.

(a)Article 228 of the Civil Procedure Act, Article 380(c) of the Commercial Code, Article 372 of the Civil Code, Article 335 of the Commercial Code

B. Supreme Court Decision 90Meu1158 delivered on December 13, 1991 (Gong1992, 496) 91Da8715 delivered on February 28, 1992 (Gong1992, 1149), Supreme Court Decision 92Da21692 delivered on October 12, 1993 (Gong193Ha, 3057)

Plaintiff 1 and two others, Plaintiffs Kim Young-soo, Counsel for the plaintiff-appellant-appellee)

Busan Construction Co., Ltd.

Defendant’s Intervenor No. 300

Supreme Court Decision 91Da8715 delivered on February 28, 1992

Seoul High Court Decision 92Na17473 delivered on November 5, 1993

All appeals are dismissed.

The costs of appeal against intervention shall be borne by the Intervenor joining the Defendant, and the remainder shall be borne by the Defendant.

The grounds of appeal by the defendant and the defendant joining the defendant are examined together.

1. As to the main defense

A. According to the reasoning of the judgment below, in the lawsuit of this case where the plaintiffs were appointed as the above representative director on August 26, 198 by the defendant 1, the defendant 2, who had been appointed as the above representative director at the 196th general meeting of shareholders, and the plaintiff was dismissed as a director by the above provisional disposition of the 196th general meeting of shareholders, and the defendant's defense that there was no legal interest to seek nullification of the above provisional disposition of the 196th general meeting of shareholders. The court's provisional disposition of the 196th general meeting of shareholders against the defendant 2, who had been appointed as the above representative director at the 19th general meeting of the 19th general meeting of shareholders. The plaintiff was still dismissed by the 19th provisional disposition of the 19th general meeting of shareholders against the defendant 2, who had no legal interest to seek nullification of the above provisional disposition of the 19th general meeting of shareholders. The plaintiffs were still dismissed by the 19th general meeting of shareholders after the above provisional disposition of this case.

B. However, according to the records and the reasoning of the judgment below, if the intervenor is appointed again as the representative director and the director of the defendant company on May 6, 191 at the extraordinary general meeting of shareholders and the board of directors on May 10 of the same year, and the registration has been made as of May 10 of the same year. In this case, even if a director was appointed later through legitimate procedures, even if the initial resolution of the replacement of the director was invalid, it would result in the lack of the requirements for protection of rights as a lawsuit seeking confirmation. However, if the resolution of the next general meeting of shareholders is deemed non-existent due to a defect in the procedure other than the original general meeting of shareholders convened by an unentitled person, the original resolution of the appointment of the director shall be limited to the current director's legal interest in seeking nullification of the initial appointment, and it shall be limited to the person who was dismissed later than the original decision of the court below and shall be excluded from the appointment of the director without any special reason.

If so, the court below should first consider whether there are special circumstances, such as the absence or invalidity due to procedural defects other than the defect that the resolution of the provisional shareholders' meeting on May 6, 191 was convened by an unentitled person, and if there is no such special circumstances in the above resolution of the provisional shareholders' meeting on May 6, 1991, the court below should consider whether there is a legal interest to seek confirmation of invalidity of the resolution of the appointment of the provisional shareholders' meeting on August 26, 198. On the contrary, if there are such special circumstances in the above resolution of the provisional shareholders' meeting on May 6, 1991, the above special circumstances should be determined, and if there are no such special circumstances in the above resolution of the provisional shareholders' meeting on May 6, 191, the above special circumstances should be determined.

Nevertheless, the court below did not see whether there was a special circumstance such as the absence or invalidity in sequence in each resolution of appointment of directors at each of the temporary shareholders' meetings held on May 6, 1991 and December 30, 1992, but did not err by misapprehending the fundamental purpose of the judgment of remanding party members. The court below did not err by misapprehending the legal interest of the lawsuit seeking confirmation of this case on the basis of the absence or invalidation of a resolution of temporary shareholders' meeting held on December 30, 1992.

C. However, according to the facts and records duly established by the court below as seen in the grounds of appeal on the merits as follows, not only at the time of convening a temporary shareholders' meeting on May 6, 1991, but also at the time of convening a temporary shareholders' meeting on December 30, 1992, the plaintiffs 3 and 7 owned 1/4 of the total number of shares issued by the defendant company, respectively, 5,000 shares, but also at the time of convening a temporary shareholders' meeting on December 30, 1992. The temporary shareholders' meeting on May 6, 1991 as mentioned above was held by the intervenors and 8, 9, 9, 100 shares of the defendant company as shareholders who owned 20,00 shares of the total shares issued by the defendant company, all of them were present and held (No. 47-2 through 7 of evidence No. 47), and the shareholders held the above temporary shareholders' meeting on December 30, 1992 as shareholders of the defendant company.

If the facts are as above, each of the above provisional shareholders' meetings held on May 6, 1991 and December 30, 1992 as of December 30, 1992, as to the plaintiffs, who are shareholders holding 20,000 shares issued by the defendant company at the time, and the non-party 7, who are not legitimate shareholders, attended the above resolution to appoint officers. Thus, this constitutes a case where there is a serious defect to the extent that the resolution of the general shareholders' meeting cannot be deemed to exist in the convocation procedure and method of the general shareholders' meeting, and thus, there is no resolution of the general shareholders' meeting. Accordingly, the issue of invalidity or absence of the provisional shareholders' meeting as of August 26, 198, which was originally selected as a director, still has a direct relation to the officers of the defendant company at the present time, and thus, the plaintiffs are legally interested in seeking nullification

On the other hand, the court below's rejection of the defendant's prior defense on the merits is justified as a result, and there is no error as seen above in the judgment of the court below, and there is no error in the misapprehension of legal principles as to the interest in confirmation in the lawsuit seeking nullification of the resolution of the general meeting of shareholders and the authority of the representative director, or criticism that there is a violation of the rules of evidence, lack of reasons, or incomplete hearing

2. As to the merits

A. Upon taking account of the above facts, the court below held 0 non-party 1's total number of shares issued by the non-party 1 and the non-party 2's non-party 1's non-party 1's non-party 1's non-party 1's non-party 1's non-party 8's non-party 1's non-party 1' and the non-party 2's non-party 1's non-party 1's non-party 8's non-party 1's non-party 1's non-party 2's non-party 9's non-party 1's non-party 2's non-party 1's non-party 1's non-party 2's non-party 1's non-party 1's non-party 6's non-party 1's non-party 9's non-party 1's non-party 2's non-party 2's non-party 1'

B. Examining the reasoning of the judgment below in comparison with the record, the court below accepted the plaintiffs' assertion and proof as to the route of share transfer and confirmed the above facts. On the other hand, the court below rejected the defendant's assertion that the non-party 1 and the non-party 6 were the shareholders of the defendant company as the result of the transfer of shares based on the premise of the issuance of share certificates, and decided that the 200 share certificates of the defendant company's company stated as of September 25, 1985 (No. 21-1 through 200) do not interfere with the above fact-finding, in full view of the fact-finding and judgment with regard to each share transfer circumstance of the above court below and the purport of rejecting the defendant's assertion that the shares were already issued at the time of the above transfer of shares as determined by the court below as well as around September 25, 1985. Thus, there is no reason to reverse the appeal to this point.

C. If the facts are as established by the court below, it is reasonable to view that the agreement between the intervenor, etc. and the non-party 12 on February 3, 1986 entered into as the collateral security agreement is a share transfer agreement made for the purpose of collateral security. At the time of the above agreement, as long as the share certificates were not issued even after six months have already passed since the establishment of the defendant company, the above agreement shall have the effect as the collateral security agreement immediately, and as such, it cannot be deemed that the agreement takes effect only on the condition that the above non-party 12 should pay the share price in addition to the bonds secured by the above shares, or merely is merely a promise to sell shares.

Furthermore, in the case where the transfer of security was made in the same form as above, the above non-party 12, who is the mortgagee, is the owner of the shares. Thus, the intervenor, etc., who thereafter purchased the collateral from the above non-party 12, can not claim ownership unless there are special circumstances, against the plaintiff 1, the non-party 3, the non-party 14, and the non-party 7, etc. who purchased the collateral from the above non-party 12, and even if there remains a settlement issue as a settlement type, such as the novel theory, it is not a nature that can oppose the purchaser of the collateral. On the premise set forth above, the argument cannot be accepted because it is merely because the judgment below erred in the misapprehension of the legal principles or the lack

D. As the court below held that Plaintiff 1, Nonparty 3, 14, and Nonparty 7 et al. were duly acquired collateral shares from the above Nonparty 12 and become a legitimate shareholder of the Defendant Company, it cannot be deemed that the transfer of shares between the above persons was not included in the purport of rejecting the Defendant’s assertion that the transfer of shares was false mark, and thus, it cannot be accepted as a lawsuit that there was an error of omission of judgment in this regard.

All arguments are without merit.

3. Therefore, all appeals are dismissed and all costs of appeal are assessed against the losing party. It is so decided as per Disposition by the assent of all participating Justices on the bench.

Justices Chocheon-sung (Presiding Justice)