My husband who cheated on me while I was running a corporation with him..."Give me an emergency stock. It's mine".

□ Broadcast date and time: December 5, 2024 (Thursday)
□ Host: Attorney Cho In-seop

* The text below may differ from the actual broadcast content, so please check the broadcast for more accurate information.

◆ Lawyer Cho In-seop (hereinafter referred to as Cho In-seop): I am with lawyer Song Mi-jung of Lawhouse Jodamso for you. Hello.

◇ Lawyer Song Mi-jeong (hereinafter Song Mi-jeong): Hello, I'm lawyer Song Mi-jeong from Shinsegae Law Firm.

■ Reporter: Let's first talk about what kind of concerns the person who came to the counseling center today has. My husband and I have been running a corporation for a long time. My husband started a private business with me with the money and trucks he received from his parents when they were newlyweds. As the business went well and the business grew, we turned it into a corporation. My husband acknowledged my hard work and prepared for the succession of the family business. In the process, she allocated 40% of her unlisted shares to her husband, 25% to her son, 25% to her daughter, and 10% to me. The CEO became a husband, and my children and I were appointed as directors. Even after switching to a corporation, my husband operated like a private business. The company's internal decision-making process, such as the general shareholders' meeting and the board of directors, has never been carried out. In addition, my husband has made and used the necessary documents with my and my children's personal seals. My husband had an affair with another woman when the business was continuing to grow. When I questioned this, my husband asked me and my kids to put out unlisted stocks. At the same time, he claimed that the unlisted stocks allocated to me and my children were all owned by him, saying that they were borrowed only by their names. In fact, I turned into a corporation and allocated unlisted stocks to pass on businesses to children. However, it is so absurd that my husband, the CEO, insists that even the stocks in my and my children's names are his. I'm very worried that my term of office is about to expire and my husband will opt out of me and my children and appoint an outsider as a director. What should I do?

◆ Jo In-seop: Lawyer Jo In-seop's counseling center. This story is a bit complicated, too. Which case does lawyer Song Mi-jung personally feel is easier, divorce proceedings or inheritance issues?

◇ Song Mi-jung: Yes, I don't know. Both of them have their own difficulties. Inheritance cases often have a large number of parties and each has something to say, so there is a concern that the lawsuit will go up in smoke. So there are some aspects to pay attention to the need to proceed quickly while preventing this. In fact, the inheritance case itself is very dry, so once it is determined who received how much and how much of the property is left, a formula like harvest will come out and you just need to calculate how much more you can take. Regardless of the results, there are times when the parties are in trouble because they want them to know the unfairness of child discrimination.

◆ [Jo In-seop] Yes, I see. This story is actually about divorce. The question seems to be whether you and the actual shareholders in the name of your children can be viewed as husbands. What do you think?

◇ Song Mi-jung: If there is an agreement that there was a title trust agreement for the stock internally, or if your husband, counselor, and children all admit the title trust, the actual shareholder of the counselor and your children's stock can be considered as your husband. Until now, counselors and children have never exercised their shareholder rights, and corporations have been operating without any difference from the days of private businesses, so there is no room for the real shareholders of counselors and children to be considered husbands. However, the husband converted a private business into a corporation for the succession of the family business and allocated the issued stocks to counselors and children, so it can be seen as a gift rather than a title trust. And the reason why counselors and children have not exercised their shareholder rights so far is not because they are not actually shareholders, but that he has delegated his own shareholder rights to facilitate the operation of the corporation.

◆ Cho In-seop: So in this situation, can my husband just arbitrarily exercise shareholder rights in the name of you and your children as before?

◇ Song Mi-jeong: Yes. In principle, only shareholders on the stockholder's list can legally exercise their rights, including voting rights, even if all shareholders remain on the stockholder's list because they are not listed on the stockholder's list, or if a person who wants to take over or take over shares borrowed another person's name.

◆ Jo In-seop: So it's important who's on the list of shareholders, right?

◇ Song Mi-jeong: Based on the stockholder's list, it is said that the principle is that the rights can now be exercised. And the company cannot deny the exercise of shareholders' rights by those listed on the shareholders' list or admit that those not listed on the shareholders' list exercise shareholders' rights unless there are special circumstances. Until now, it has not been a problem because the corporation is a family company and the counselor and children do not understand much about the husband's exercise of shareholder rights, but if the counselor and children directly exercise their shareholder rights, the husband or the corporation will not be able to prevent the counselor and children from exercising their shareholder rights.

◆ Cho In-seop: So what steps can you take when your husband is about to remove you and your children from the board in this situation?

◇ Song Mi-jeong: Yes. If your husband dismisses the counselor and children from the board and appoints others as directors to exclude them from corporate operations, the counselor and children can convene a general shareholders' meeting and decide that the counselor and children will continue as directors. If the number of shares of counselors and children is combined now, it is 60% of the total number of shares, so the convening of shareholders' meetings or decision-making within most companies can reflect the opinions of counselors and children.

◆ Cho In-seop: Yes, you said that the stock of the counselor and children now accounts for more than 60% of the total stock, so wouldn't it be possible to replace the CEO of your husband?

◇ Song Mi-jung: Yes, we need to look at the company's articles of association for the exact appointment of the CEO. Usually, the CEO is required to be appointed by the board of directors, and the CEO can be selected with the approval of a majority of the directors present. Counselor. If three of your four children, excluding your husband, agree, the CEO can also be replaced. This is because counseling and children are directors.

◆ Cho In-seop: Yes, to summarize the contents of the consultation so far, the real shareholders of the stock in the name of you and your child can be considered as husbands, but now that the stock allocation is legally interpreted as a gift, it is now determined that it has been delegated to the husband not to exercise the right. This is because the most important criterion is who is listed on the shareholders' list. The husband cannot exercise shareholder rights unless there is a transfer of the title in the shareholders' list. If you and your child exercise shareholder rights, it seems that your husband or corporation cannot prevent it. If your husband wants to dismiss you and your children, you and your children can call a general meeting of shareholders to remain on the board. You can also influence your decision-making with 60% of your current shares. So far, I've been with lawyer Song Mi-jung.

◇ Song Mi-jeong: Thank you.

◆ Jo In-seop: Attorney Jo In-seop's counseling center can be heard again on YouTube and on the website. If you have any questions or suggestions, please leave a message on the consultation board on the website.