1. The instant lawsuit shall be dismissed.

2. The costs of lawsuit shall be borne by the Plaintiff.

1. Determination on the defense prior to the merits

A. The Defendant’s assertion is a shareholder who holds 10% (4,000 shares) of the total number of shares issued by C and who is the representative director C, seeking compensation for damages incurred by C due to embezzlement and unfair payment of executive remuneration.

In regard to this, the defendant shall file a representative suit under Article 403 (1) and (3) of the Commercial Act with a shareholder who holds not less than 1/100 of the total number of issued and outstanding shares, and the above "shareholders" refers to the real shareholders who are not the shareholders under their names. Thus, the plaintiff asserts that the lawsuit of this case is unlawful because it is merely a shareholder under the name of 4,000 shares of C, which the defendant transferred without compensation to

B. Determination 1) A shareholder registered in the register of shareholders is recognized as a qualification-based effect that can exercise shareholder rights even if he/she does not prove his/her actual rights in relation to the company, and is not recognized as a creative effect by the entry in the register of shareholders. Thus, in cases where he/she acquired shares and paid the price of shares by investing shares in the name of another person with the consent of another person, only the nominal borrower who actually subscribed shares and paid the price of shares cannot become a shareholder, and the same applies to cases where he/she merely borrowed shares in the name of another person while establishing a company and takes over shares. In addition, Article 403(1) of the Commercial Act provides that “a shareholder who holds shares equivalent to 1/100 or more of the total number of issued and outstanding shares may bring a lawsuit on behalf of a shareholder.” As such, whether a shareholder constitutes a shareholder entitled to bring a lawsuit on behalf of a shareholder shall be determined in accordance with the above legal doctrine (see Supreme Court Decision 2010Da22552, May 26, 2011).