주주배정 유상증자에서 의도적으로 발생시킨 실권주의 제3자 배정의 한계－대상판결 : 대법원 2012. 11. 15. 선고 2010다49380 판결－

This case is that the corporation intended to issue new shares in order to increase thecapital stock is forced to award the existing shareholders‘ comprehensive delegation aboutthe issuance of new shares to the management personnel assign the forfeited stocks to theother shareholders of that company or a third party. But in this court's decision, the corporationcan assign the forfeited stocks to a third party in free by resolution of the board of directors,and it is not necessarily to be based on the provisions in the constitution about the issuanceof new shares to a third party. So in this study, I research about the Following problems which are contained in the issuanceof new shares to a third party based on the court's decision of this case. Specifically, thecontent of this study is that ⅰ) the issuance of new shares to a third party occurred afterthe executives intentionally produce the forfeited stocks is not legitimate, ⅱ) thecomprehensive mandate for the executives related to the capital increase for value is notlegitimate even if accompanied by a decrease in the holding rate, ⅲ) the mandate of theshareholders' mandate made Intentionally by a third-party fraud can be included with themistake of the motive, ⅳ) the provisions of the articles of incorporation are needed to achievethe issuance of new shares to a third party for the forfeited stocks, ⅴ) the new shares thata third party allocated to the forfeited stocks acquire by the company' funds is valid, ⅵ)the issuance of the forfeited stocks to a third party can be freely assigned to any third partyin the resolution of the board of directors.