2022년 회사법 중요판례평석

Among those decisions rendered by the Korean Supreme Court in 2022, this paper focuses on corporate law cases dealing with critical jurisprudence. Fourteen major Supreme Court decisions in this paper are classified as ① shares and shareholders, ② directors and board of directors, ③ corporate finance, ④ fundamental corporate change and ⑤ other issues. In 2022 the Court made several decisions in favor of minority shareholders: it lowered the hurdle for inspection of corporate books and records by minority shareholders (2019Da270163); it supported dissenting shareholders’ logic in an appraisal remedy (2016Ma5394); it adopted flexible statute of limitation in order to nullify BWs which were issued for securing controller’s grip (2021Da201054), One can also find decisions which emphasize the freedom of contract in corporate area: where articles of incorporation stipulate details on dividends, the corporation should not avoid the provisions based upon minor technical deficiency (2020Da263574); shareholders’ agreement on share transfer should be respected (2019Da274639). Those major directions taken by the Court are persuasive and basically in line with current development of corporate law jurisprudence.