신주발행의 고유한 무효사유에 관한 소고 - 신주인수권과 전환권의 행사를 중심으로 -

The Supreme Court has seen that since a lawsuit for issuance invalidation of new shares is a after-event remedy, the cause of invalidation should be interpreted as strictly as possible. In this regard, the Supreme Court recently issued a series of judgments on cases where the reasons for issuance invalidation of new shares are unique through cases based on bonds with warrant and convertible bonds. The uniqueness of the grounds for invalidation of new shares means that they are distinguished from general lawsuits for invalidation of new shares due to the bond with warrant and convertible bond, and the substance of the grounds for invalidation is judged to be the same as the general lawsuits for invalidation. However, it is understood that the reasons equivalent to the unique reasons for invalidation of the issuance of new shares were based on the fact that they existed from the time of issuance of bonds, but it was necessary to treat them as reasons for invalidation that occurred only at the time of issuance of new shares. Special circumstances are regarded as elements to prepare for the case where it is recognized that it is necessary to determine the invalidity of new share issuance despite the limitation of the legal action period even if the unique reason for issuing new shares is not confirmed.