Abstract

According to the commented judgment a shareholder who is a victim of fraud should be legally protected. Therefore, the shareholder against whom fraud has been committed may rescind an agreement on making a contribution in kind to a company in which they subscribed for shares. The legal basis for rescission of the agreement is laid down in the Civil Code provisions to be be applied in conjunction with the second sentence of Art. 2 of the Commercial Companies Code. Nevertheless, if we recognize that the agreement may be rescinded unrestrictedly it would affect the company and impair the security of business environment. Consequently, we need to strike a balance between protection of will, interest of the company concerned, and secure business environment.