명의주주와 주주권의 행사 - 대법원 2017. 3. 23. 선고 2015다248342 전원합의체판결이 다른 판례에 미치는 영향 -

In March 2017, the Supreme Court of Korea decided a landmark case on exercising shareholder’s rights. This case repeals the principle that actual shareholders, not title shareholders, exercise shareholder’s rights. Under the new rule, title shareholders shall exercise shareholder’s right except extra ordinary cases. In its ruling, the court repeals several cases’ rulings. These cases include the case about subscription of shares with disguised names, the case about share transferee who did not enter his particulars in the register of shareholders, and the case about exemption effect by the register of shareholders. However, the 2017 Supreme Court case has an effect other court cases. This article reviews other court cases on the shareholder’s rights and suggest which cases will not be changed their rulings and which cases should be changed their rulings. Cases on the validity of the fraudulent payment for share subscription and the duty to payback to the company, rulings that the register of shareholder cannot create legal ownership of shares, rulings about who acquire the ownership of the shares when double transfer occurs, and rulings on only one shareholder are not changed by the 2017 case. Cases rulings that the actual shareholder can exercise the shareholder’s rights without entering particulars in the register of shareholders, the validity of agreement that the security right holder (title owner) will not exercise shareholder’s rights, and the rulings on standards of judgement of only one shareholder company and all shareholders should be changed by the 2017 case.