All appeals are dismissed.

The costs of appeal are assessed against the defendant.

The grounds of appeal are examined (to the extent of supplement in case of supplemental appellate briefs not timely filed).

1.(a)

The provisions of Article 418(1) and (2) of the Commercial Act protect preemptive rights of existing shareholders by limiting to cases where it is necessary to achieve managerial objectives such as the introduction of new technology and the improvement of financial structure, while allocating new shares to existing shareholders in principle and allowing third parties to allocate new shares only when stipulated in the articles of incorporation.

Therefore, the allocation of new shares to a third party in order to achieve the purpose of the management's defense of management right or management right in the situation where the management right dispute is not realized even though there is no such ground is an infringement on a shareholder's preemptive right in violation of Article 418

(See Supreme Court Decision 2008Da50776 Decided January 30, 2009, etc.). B.

Meanwhile, ex post facto nullification of the issuance of new shares is likely to undermine the safety of transaction. Therefore, the grounds for invalidation should be strictly interpreted in a lawsuit seeking nullification of the issuance of new shares. However, in a case where the issuance of new shares violates the Acts and subordinate statutes or the articles of incorporation, and it is contrary to the essence of the corporation or the basic principles of the company law or seriously affects the interests of the existing shareholders and the management right

According to the reasoning of the lower judgment on December 10, 2015 (see, e.g., Supreme Court Decision 2015Da202919, Dec. 10, 2015). 2. The lower court acknowledged the following circumstances by comprehensively taking account of the facts stated in its reasoning and the evidence duly admitted by the lower

First of all, at the time of the issuance of new shares, the grounds for issuance of new shares by a third party prescribed by the Defendant’s articles of incorporation to the extent that new shares are to be issued by excluding existing shareholders and allocating new shares to a third party.