No forfeiture of an unfiled share purchase option in rehabilitation

1. 01Question

   If Company A and others bought shares from Company B under an investment agreement giving them a right to have Company B or its designee buy them back if Company C did not list within three years, but did not file that right in Company B's rehabilitation proceeding, did the right and the sale price claim that would arise on its exercise forfeit for non-filing?

2. 02Holding

   No. The Supreme Court held that the appellate conclusion was right, because the condition for exercising the option was not met when rehabilitation began and remained unmet until the proceeding ended on 6 April 2016, so neither the option nor the sale price claim that would have arisen on its exercise could be treated as forfeited for non-filing. It found that the court below had been partly wrong to apply by analogy the rules on contracts in which neither party had performed, but held that this did not affect the judgment and that there was no error of law on the option, Article 118(i) or Article 119 of the Debtor Rehabilitation and Bankruptcy Act.

   Points at issue, verbatim

   주식매수청구권과 그 행사로 성립할 주식매매계약상 매매대금채권이 회생절차에서 신고되지 않았다는 이유로 실권되지 않는다고 본 원심판단을 수긍한 사례

   Unofficial English translation

   A case in which the Court approved the reasoning of the judgment of the court below to the effect that the right to demand purchase of shares and the claim for the purchase price under the share purchase agreement to be formed upon the exercise thereof are not forfeited by reason of the failure to declare them in the rehabilitation proceedings

3. 03Disposition

   Dismissed Stated in the decision

   상고를 모두 기각한다. 상고비용은 피고가 부담한다.

   Unofficial English translation

   All appeals are dismissed. The costs of the final appeal shall be borne by the defendant.

4. 04Form of the test

   Existing test applied Read from the decision

   원심판결에 상고이유 주장과 같이 주식매수청구권, 채무자회생법 제118조 제1호, 제119조에 관한 법리를 오해하여 판결에 영향을 미친 잘못이 없다.

   Unofficial English translation

   The judgment of the court below contains no error of legal principle affecting the judgment, such as a misinterpretation of the right to demand purchase of shares, subparagraph 1 of Article 118 and Article 119 of the Debtor Rehabilitation and Bankruptcy Act, as asserted in the grounds for final appeal.

5. 05Factors

   • 3년 내에 병 회사가 기업공개를 하지 않는 경우 을 회사에 매수청구권을 행사할 수 있다는 내용의 투자계약을 체결하였고
   • 을 회사에 대하여 개시된 회생절차에서 갑 회사 등은 위 주식매수청구권을 신고하지 않았는데
   • 을 회사가 정 주식회사에 인수된 후 회생절차가 종결되었고
   • 그 후 병 회사가 기업공개를 하지 않자 갑 회사 등이 정 회사를 상대로 주식매수청구권을 행사한 사안에서
   • 주식매수청구권과 그 행사로 성립할 주식매매계약상 매매대금채권이 회생절차에서 신고되지 않았다는 이유로

   Unofficial English translation

   • A Corporation and others entered into an investment agreement under which, in the event that C Corporation did not make an initial public offering within 3 years, they may exercise a right to demand purchase of shares against B Corporation, and

   • A Corporation and others did not declare the said right to demand purchase of shares in the rehabilitation proceedings commenced against B Corporation;

   • after B Corporation was acquired by D Corporation, the rehabilitation proceedings were closed, and

   • thereafter, when C Corporation did not make an initial public offering, A Corporation and others exercised the right to demand purchase of shares against D Corporation, in a case where

   • by reason of the fact that the right to demand purchase of shares and the claim for the purchase price under the share purchase agreement to be formed upon the exercise thereof were not declared in the rehabilitation proceedings

6. 06Relation to precedent

   Cannot be determined Not in the decision

   Decisions referred to

   해당 본문 참조

7. 07Burden of proof

   Not addressed Not in the decision

8. 08Open question and revisit condition

   If the three-year period had run out without an IPO while the rehabilitation proceeding was still open, would the option itself have to be filed as a contingent claim, or only the sale price claim?

   A later Supreme Court decision on an option whose exercise condition arises during a rehabilitation proceeding would require this entry to be read again. So would any amendment to Article 118(i), Article 119, Article 121, Article 148 or Article 251 of the Debtor Rehabilitation and Bankruptcy Act.

Read 2026-10-25 · Cross-read 2026-10-25. All quotes matched against the official text. The Chinese-character placeholders the court used for anonymised parties are given in their Korean readings, and parenthetical Chinese-character glosses are omitted.

Every entry is published only after all quotes have been matched character by character against the official text, and audited by an independent second reading from a different model family across all eight axes. Both agreed axes and text-grounded interpretive divergences are recorded openly. The ledger is a research record, not an assessment of the court or advice on any matter.