This article examines the trends of Supreme Court precedents on corporate law for the past five years and raises problems, focusing on the function of precedents and the principle of interpretation of the law by the Supreme Court.
In a statutory count...
This article examines the trends of Supreme Court precedents on corporate law for the past five years and raises problems, focusing on the function of precedents and the principle of interpretation of the law by the Supreme Court.
In a statutory country like Korea, a judgment is limited to declaring specific norms for the case by applying the statute to various cases, and cannot recognize the same effect as the statute. In addition, as the saying goes, “If you look closely, there are many things that are watery”, even though the company-related disputes are legally the same, the content can be seen as a lot of things. Therefore, adjudication is a very difficult task, and there are aspects that cannot be evaluated with the same standards.
Looking at the recent corporate law precedents targeted in this article, the Supreme Court has decided that in some cases, it is desirable from the economic point of view of litigation to end the process of wasteful litigation rather than focusing on legal logic for the resolution of the case, and the Supreme Court can be seen that it is playing an active role in rationally adjusting serious conflicts between the parties.
In addition, recent Supreme Court precedents can be seen as more solid in their legal logic than before. In particular, as seen in the Supreme Court's February 18, 2021, 2015Da45451, and the Supreme Court's July 22, 2021, 2020Da284977, a vast and fierce logical battle between the majority opinion and the dissenting opinion unfolded despite the fact that there is no change in the win or loss between the plaintiff and the defendant.
On the other hand, since the facts legally established by the lower court judgment are binding on the appeal court (Article 432 of the Civil Procedure Act), an appeal may be made only when there is a violation of the Constitution, Acts, Orders, or Rules that affected the judgment(Article 422 of the Code of Civil Procedure). Therefore, in principle, when a lower court makes a finding of fact according to the rules of logic and experience based on the ideology of social justice and equity based on legitimate evidence that has undergone legal evidence investigation procedures, the Supreme Court is also bound by it. Since the finding of facts belongs to the full power of the trial of fact, it cannot escape from the above restrictions, so if the judgment is made arbitrarily, it is a common view that arbitrary judgment is illegal beyond the inherent limit of the principle of free evaluation of evidence and is a general reason for appeal under Article 423.
However, looking at the legislative purpose of Articles 432 and 422 of the Civil Procedure Act, the Supreme Court should make a legal judgment based on the fact-finding legally confirmed by the lower court, and reversing the fact-finding recognition should be limited to extremely exceptional cases, such as not going through legitimate evidence investigation or significantly deviating from logic and empirical rules.
Among the recent Supreme Court rulings, one of the Cases that has attracted the most attention is the exercise of appraisal rights by shareholders opposing the merger and the criteria for determining the stock purchase price(the Supreme Court's decision on April 14, 2016 Ma5394 and 5396). There are already several precedents regarding the purchase price at the time of exercising appraisal rights in listed or unlisted companies, but what is common is that the courts have a wide range of discretion in determining the stock purchase price. There is a big difference not only between the corporation and the applicant, but also between the purchase price of the stocks determined by the courts at each level. If the capital market is weak or the economic situation is unstable like in Korea, the company's sales, operating profit, and business prospects may change rapidly, so it is inevitably difficult to evaluate intangible stocks that reflect it, but finding a "fair price" while reducing...