The defendant's appeal is dismissed.

Summary of Grounds for Appeal

Article 467-2 and 634-2 of the Commercial Act (Article 467-2 and Article 634-2 of the Commercial Act) prohibits shareholders from purchasing their voting rights, and does not prohibit shareholders from soliciting shareholders to exercise their voting rights.

D The right of preferential reservation and the right of commodity exchange equivalent to KRW 200,000 (hereinafter “instant right of reservation and merchandise coupon”) are offered to encourage shareholders of D Co., Ltd. (hereinafter “instant Company”) to exercise their voting rights, and are not offered to change the contents of shareholders’ exercise of voting rights.

In addition, since the benefit gained by the company in this case from the provision of the instant reservation right and merchandise coupon is higher than the exchange value of the reservation right and merchandise coupon, the offer of reservation right and merchandise coupon to advance voters and direct voters cannot be deemed as the offer of benefit related to the exercise of shareholder’s rights under Article 467-2(2) of the Commercial Act.

Furthermore, the defendant is in accordance with the opinion of the lawyer who is a legal expert and the resolution of the board of directors, and it constitutes a case where there is a justifiable reason for false perception of the illegality, knowing that there was no possibility of being aware of the illegality or not a crime, and the defendant has no possibility of expectation of lawful

Nevertheless, the lower court erred by misapprehending the legal doctrine and adversely affecting the conclusion of the judgment.

2. Determination

A. The summary of the facts charged in this case is the representative director of the company of this case, and the defendant should not provide financial benefits for the company's account or encourage the method of exercising specific voting rights in relation to the exercise of shareholder's voting rights, but should not encourage shareholders to exercise voting rights by restricting proxy voting and encouraging shareholders to exercise voting rights through direct voting or advance voting, and the above company's advance polling method.