Background
Two founders had built a company together for more than forty years on a 55:45 shareholding. As was once common practice, some shares were held in the names of family members and employees — "nominee shares." When one founder died, the other's side claimed that "all of those nominee shares are mine" and sued the heir (our client) for confirmation of shareholder status. Had the claim succeeded, the 55:45 partnership structure would have collapsed. Changchun represented the heir.
The Issue — Proving Beneficial Ownership of Nominee Shares Without a Written Contract
With no clear written agreement, the central question was who beneficially owned the nominee shares.
How Changchun Helped
Changchun (attorney Donghwan Shin) ① proved through the records of every capital increase since incorporation that shareholdings, including the nominee shares, had consistently been maintained at 55:45; ② supported the substance of that arrangement by showing that affiliate shareholdings and the rental income from jointly held real estate had been distributed in the same ratio; and ③ presented as decisive evidence the contradiction that the opposing party had itself once acknowledged the 45% including those nominee shares as the deceased founder's, proposing a buyout settlement on that basis.
After a fight that ran to the Supreme Court, our client prevailed at last. The case shows that even in an old partnership and nominee share dispute with nothing in writing, the consistency of the objective circumstances can prove beneficial ownership. (Outcomes may differ depending on the facts of each matter.)