All
| TITLE | Supreme Court Decision 2022Da224986 Decided July 13, 2023 【Lawsuit Seeking Contractual Penalty】 [full Text] |
|---|---|
| Summary | |
| 【Main Issues and Holdings】 [1] Meaning of the principle of equal treatment of shareholders and the effectiveness of an agreement to afford preferential rights or benefits to only some of the shareholders (null and void in principle) Cases where a company is allowed to grant preferential rights or benefits to only some of the shareholders and afford different treatment compared to other shareholders and the standards for determination of whether a certain case falls under the ambit of such cases [2] In a case where a payment agreement made by a company to a person who acquired new shares and is thus entitled to the position of shareholders is actually an agreement to either fully preserve the amount the said person paid as the purchase price for share acquisition or pay profits other than dividends according to statutory provisions such as Article 462 of the Commercial Act, which are not provided to other shareholders, whether such a payment agreement is in violation of the principle of equal treatment of shareholders and is thus invalid (affirmative), and whether this likewise applies to cases where all of the other shareholders of the company gave consent thereto (affirmative) [3] Whether the principle of equal treatment of shareholders is directly applicable to legal relationships between shareholders and other shareholders of the company or legal relationships between shareholders and an individual director of the company (negative) In a case where a shareholder signed a contract with a company and also signed a contract with other shareholders or an individual director, whether the validity of the contract must be seen as discrete and separate from the validity of a contract concluded between the shareholder and the company (affirmative in principle) Where construing the terms of a contract concluded between a shareholder and the company’s other shareholder or an individual director, whether general principles regarding the interpretation of contracts is applicable (affirmative) | |
