주주명부 기재의 효력과 주식의 이중양도에 대한 고찰

The main point of the ruling of the Supreme Court (sentenced on March 23 2017, docket Nr. 2015Da248342) is to divide the issue of ownership of shares and the phase of exercise of shareholder rights to the corporation, and in the latter, the shareholder listed in the shareholder registry exercises shareholder rights in relation to the corporation. However, in the case of the formation of a corporation and the transfer of shares, there is a difference in judging the legality of the record in the shareholder registry. In the former, it is a matter of who is a shareholder when the corporation is established, and in the latter, it is a matter of legitimacy of the shareholder registry of the transferor's name after the transfer of shares. Nevertheless, there is a problem that the ruling of the Supreme Court did not make a distinction between the cases of establishing the corporation and the case of transferring the stock, and sentencing it uniformly. It is reasonable to assume that the corporation is also bound by the stipulation of Article 337, Paragraph 1, which stipulates the countervailing power of the shareholder registry to reflect the uniqueness of collective legal relationships. However, the term “countervailing power” may be misleading. Therefore, Article 337 (1) has been amended so that the person who is legally registered as a shareholder in the shareholder register exercises his shareholder rights. In the case of a double transfer of shares, the issue of double transfer can be automatically resolved if the stock can be transferred only by delivery of stock certificates by legislation. However, if the issuance of stock certificates is enforced, problems such as an increase in costs due to the issue of stock certificates, loss of stock certificates or forgery may arise. In the long run, efficient and stable electronic stock certificates system will be introduced.