배당이의
1. The defendant's appeal is dismissed.
2. The costs of appeal shall be borne by the Defendant.
Purport of claim and appeal
1..
1. The reasoning of the court of first instance’s explanation concerning this case is as follows, except where the defendant added the judgment identical to that of paragraph (2) to the argument that the court of first instance, thereby admitting it as it is in accordance with the main sentence of Article 420 of the Civil Procedure Act.
(The grounds for appeal by the Defendant are not significantly different from the allegations in the first instance court, and the fact-finding and decision in the first instance court are deemed legitimate even if considering the evidence submitted by the Defendant to this court. 2. Additional decision
A. Defendant’s assertion 1) The instant act of creating a collateral does not constitute a self-transaction required with the approval of the board of directors, and even if the approval of the board of directors is necessary, the establishment of a collateral on the principal portion of the loan, which is not likely to suffer any disadvantage to the company, is not necessary to obtain the approval of the board of directors, and thus, at least the right to collateral security on the principal portion of the loan is valid. 2) Even if the Defendant is merely a general creditor because the said right has no validity, even if the Defendant was not a general creditor, by submitting a claim statement to the court of auction
B. Article 398 of the Commercial Act provides that a director shall obtain prior approval of the board of directors regarding transactions between a director and a company with regard to the claim of validity of the 1-mortgage. This is to prevent a director from seeking the benefit of himself/herself or a third party by making a transaction with the company using his/her status, and from causing a loss to the company and the shareholders.
In light of the above legal principles, the act of establishing a collateral security in this case is likely to cause conflicts of interest between the company and the defendant who is the representative director, and the approval of the board of directors is necessary in accordance with Article 398 of the Commercial Act.