주주권 행사에 관한 이익공여와 주주총회 결의의 효력 - 대법원 2014. 7. 11. 자 2013마2397 결정 -

Shareholders have various rights to protect shareholders' investment position. They elect directors periodically, vote on fundamental corporate transactions, and may litigate actions to supervise the management. Shareholders may exercise their rights to protect their interests. But it is not desirable that shareholders exercise their right to make unfair profits or under undue influence. Section 467-2 of Commercial Code provides that a company may not grant to any person a pecuniary benefit in connection with the exercise of rights as a shareholder. If a company has granted any pecuniary benefit in contravention of the provision, the person who has received such benefit shall return it to the company. There is little case about prohibition against granting of pecuniary benefit. Recently, the Supreme Court has made a decision as follows : it is against the articles of incorporation for a company to extend the prevoting period; it is against the provision of prohibition against granting of pecuniary benefit for a company to grant a gift certificate to shareholders attending to prevoting; shareholders' meeting's resolution influenced by granting of pecuniary benefit may be revoked on grounds that the manner of a resolution are in violation of the Code. This paper aims to review and analyses the case which are significant for the interpretation of the above provision.