迂廻的인 方法의 第3者 新株配定의 問題點에 관한 小考

According to the Korean Commercial Code, when the company has a capital increase for value in principle existing shareholders of a company have the pre-emption right. This policy aims to protect existing shareholders' internal rights over the company. However, the Korean Commercial Code allows the board of directors to issue company's new shares to a third party only when it is essential to achieve company's managerial goals for the introduction of new technologies or the improvement of financial structure. In other words, in order to issue new stocks to third persons, it needs the providing of the articles of incorporation on this and the business purpose. But most Korean courts see that when disputes for the management of a company arise between shareholders it is illegal for the board of directors to issue its new shares to a third party with the intention to maintain its managerial power over the company. So in this study, I research about the Following problems which are contained in the issuance of new shares to a third party based on the trends in court cases. Specifically, the content of this study is ⅰ) the legality requirements of the issuance of new shares to a third party set forth in the Commercial Code, ⅱ) the possibility of the payment of subscription money by the investment in kind, ⅲ) the validation of the issuance of new shares to a third party to defend the takeover of the controlling shareholders, ⅳ) the legality and the process about the issuance of new shares to a third party of the forfeited stocks caused by the abandonment of the existing shareholders.