2024년 회사법 판례 회고

This article summarized and analyzed the rulings on corporate law rendered by the Supreme Court of Korea in 2024. Among them, the rulings which distinguished the law applicable to partnerships from that governing stock companies and invalidated the articles of incorporation stipulating the divestiture of the stockholder’s status without stock transfer or any other legal basis drew attention. Next, in relation to the legal effects of entry of the change of a stockholder and the company’s obligation to issue stock certificates, it is notable that the Supreme Court of Korea clarified the company’s perfunctory obligation to inspect the request for entry of the change of a stockholder and confirmed that the company whose stocks are regulated by the Act on Electronic Registration of Stocks, Bonds, etc. shall not issue stock certificates. With regard to the organs of stock companies, the Supreme Court of Korea found that the provision prescribing the claim for damages which can be exercised by the directors who were removed from office without good cause cannot be applicable to the representative directors who were removed from office by the resolution of the general meeting of stockholders. It is expected that this ruling will have practical significance.