2025년 회사법 중요판례평석

This article analyzes major corporate law decisions rendered in 2025. It reviews ten Supreme Court decisions, organized into three thematic categories: (i) shares and shareholders’ rights, (ii) directors and boards of directors, and (iii) corporate restructuring. In addition, a fourth section introduces the key holdings of notable lower-court decisions that are of practical significance. Like other judicial decisions, corporate law cases function as a kind of lagging indicator reflecting broader social changes. Despite the rapid aging of the founding generation and the prevalence of succession through inheritance in contemporary Korean society, corporate law discussions on the inheritance of shares remain underdeveloped. In 2025, however, the Supreme Court made a decision on the registration of share ownership in a state of co-ownership following inheritance (Decision 2025Da211120). Given the substantial impact that civil-law events such as inheritance, divorce, and the commencement of guardianship can have on corporate ownership and management, the intersection between corporate law and family law deserves continued attention. Another discernible trend is the gradual incorporation into case law of concerns arising from the growth of retail investors and the need to protect minority shareholders. A decision easing the demand requirement for bringing a derivative action (Decision 2024Da216743) illustrates this development. Even more noteworthy are decisions that served as a warning to controlling shareholders and management who sought to dominate corporate affairs while disregarding minority interests. In one case, the Court ordered the restoration of the status quo against a controlling shareholder who had breached a shareholders’ agreement on the appointment of directors (Decision 2020Da219577). In another, it held directors liable in tort to shareholders for selling major corporate assets without shareholders’ resolution (Decision 2019Da236385). These decisions demonstrate judicial efforts to restrain majority strategies that seek to secure an advantageous position first and then preserve it through legal maneuvering. As access to lower-court decisions has improved, the overall length of this annual review has continued to increase. In 2025, intensifying control disputes at companies such as Korea Zinc and Kolmar gave rise to a surge of creative offensive and defensive strategies, as well as injunction battles in the lower courts. As these disputes have yet to be fully resolved, their future trajectory remains of interest. Finally, close attention should be paid to how the revised duty of loyalty of directors under the 2025 KCC amendment will be articulated in future case law. Although some decisions applying the amended provisions were issued in 2025, how courts will ultimately interpret the revised statutory language remains an open question.