The defendant's request for the security of this case shall be dismissed after cancelling the decision ordering the first instance court's security.

According to the original decision, the court below held that, since no resolution of the general meeting of shareholders exists from the beginning and at any time, anyone can file a lawsuit for confirmation of non-existence of the resolution in accordance with the general provisions of the Civil Procedure Act, it is reasonable to see that Article 377 of the Commercial Act is not applicable to such lawsuit. It is clear that it is confirmed that the resolution of the general meeting of shareholders is null and void from each of the above cases, and therefore, the court below held that the Re-Appellant has the obligation to provide this case under Articles 380 and 377 of the Commercial Act.

However, Article 380 of the Commercial Act clearly provides that the lawsuit seeking confirmation of invalidity of a resolution to which Article 377 of the Commercial Act shall apply mutatis mutandis refers to the lawsuit filed on the ground that the contents of the resolution of the general meeting violate the Acts and subordinate statutes or the articles of incorporation. According to this paper, the re-appellant's resolution of May 11, 1960 did not actually convene an extraordinary general meeting and did not have a resolution. The non-party 1 was the same as that of the resolution of the general meeting of shareholders by creating a false minutes. Therefore, it is obvious that the non-party 2, who was appointed as the representative director by the above non-existence of the resolution, is claiming confirmation of non-existence of the resolution and seeking confirmation of invalidity of the resolution without any authority. Thus, this lawsuit is obviously a lawsuit for confirmation of invalidity under Article 380 of the Commercial Act, and it does not belong to the category of the so-called lawsuit under Article 37 of the Commercial Act. Thus, it is not applicable mutatis mutandis to Article 37 of the Commercial Act.

Nevertheless, the court below's decision that the lawsuit of this case is subject to Article 377 of the Commercial Code, and that the re-appellant has the obligation to provide this case shall not be erroneous for interpretation of the law.

Accordingly, the original decision is reversed, and the first instance court's decision ordering the re-appellant to provide security is revoked, and the defendant's claim to provide security is dismissed.

It is so decided as per Disposition by the assent of all participating judges, except for the one-half-man, the one-way one-way one-way one-way one-way one-way one-way one-way one-way one

The dissenting opinion of the judges of the Supreme Court is as follows. The majority opinion of the Red Mag-man is as follows.

A lawsuit seeking confirmation of invalidity of a resolution of a general meeting of shareholders is a lawsuit seeking confirmation that the contents of the resolution do not exist as a legally effective resolution due to the violation of the articles of incorporation, and the lawsuit seeking confirmation of absence of the resolution differs from the type of the lawsuit seeking confirmation that the resolution of a general meeting of shareholders does not exist from the beginning. However, even in a lawsuit seeking confirmation of absence of a resolution, it is not seeking confirmation of past facts, but ultimately seeking confirmation that the validity of the resolution does not take place. In addition, in the case of absence of a resolution in external form, it is the same as the lawsuit seeking confirmation of invalidity of the resolution, and in the case of absence of the resolution, it is identical to the case where the other party refers to the resolution of a general meeting of shareholders, and it is deemed that it is transferred to the execution, and the situation that the registration goes through, it is reasonable to interpret that the principle recognized as a lawsuit for confirmation of absence of the resolution is also applied to the lawsuit for confirmation.

Therefore, Article 380 of the Commercial Code applies mutatis mutandis to the lawsuit for confirmation of the absence of a resolution of the shareholders' general meeting by the shareholders' director of a corporation with the defendant as the defendant. Thus, the defendant's claim for this case's security should be accepted unless the defendant vindicates the bad faith of the re-appellant (it can not be viewed that there is such vindication

The dissenting opinion of the Supreme Court judges is as follows.

If the plaintiff's intention to re-examine the lawsuit for confirmation of non-existence of the resolution of the general meeting is sought (1) to confirm that there was no objective fact that the resolution of the general meeting had been adopted in the past, or (2) to confirm that there was no legal effect or right related to the resolution of the general meeting, the court must dismiss the plaintiff's claim, as the plaintiff's lawsuit does not exist any qualification for protection of rights or objective right interest in the case of the former. If the plaintiff's intention is later, it should be dismissed for the application for the order to provide security, and if the plaintiff's intention is later, it should be sought confirmation that the legal effect caused by the resolution of the general meeting is not existing, and as a result, it will not be different from the lawsuit for confirmation of invalidity of the resolution of the general meeting.

In addition, Articles 380 and 176 (4) of the Commercial Act provide that the court may order the shareholders, etc. who have filed a lawsuit to nullify the resolution of the general meeting of this case to provide adequate security at the request of the defendant company, according to the result of the lawsuit or the interests of others. Therefore, since the company may suffer losses due to the remaining shareholders' lawsuits which are not responsible, it shall be compared to those of the company. Thus, it is reasonable to interpret that the court may issue an order to provide security and may not pay any other things, unlike the former Commercial Act or some foreign legal systems, if the company files a lawsuit to confirm the non-existence of the resolution of the general meeting of this case, which does not differ from those of the lawsuit to confirm the invalidity of the resolution of the general meeting of this case.

Therefore, in this case, when the defendant company vindicates that the plaintiff's bad faith is the case, the court will decide whether to accept the application for this case's security order.

Supreme Court Judge Cho Jin-man (Presiding Judge) of the Supreme Court Decision 2011Hun-Ga148 Decided Madung-do and Kim Jong-dong, Kim Jong-sung, Kim Jong-sung, Kim Jong-sung, Kim Jong-sung, Kim Jong-won, Kim Jong-man