The requirements for shareholders' access to and reproduction of account books, etc.

Pursuant to Article 466(1) of the Commercial Act, the right to request perusal and reproduction of accounting books and documents recognized as shareholders holding no less than 5/100 of the total number of issued and outstanding shares is to be recognized only in cases where the right to know the management status of the company and to supervise and correct the shareholder's right to request perusal and reproduction of accounting books and documents, and where such right is acknowledged without limitation, it may interfere with the company's business and trade secrets may be disclosed if such permission is allowed, and as a result, it is deemed unnecessary to protect the shareholder's right by comparing and balancing the possibility of unfairly using accounting books and documents so obtained. The reasons for perusal and reproduction of accounting books and documents in written request for inspection and copying need to be written specifically for determination of the existence or absence of the duty to request perusal and copying. Thus, since the reason why the shareholder intends to peruse and copy the accounting books and documents is insufficient to understand the management status of the company, it is more specific that the company's request for inspection and copying of the management status of the company has considerable reasons or that there is considerable need to protect the company's right.

Articles 396, 447, 447-2, 448, and 466 of the Commercial Act

Shin Jae-Gyeong (Law Firm Pacific et al., Counsel for the defendant-appellant-appellant)

Co., Ltd. (Law Firm Cheongju et al., Counsel for the plaintiff-appellant-appellant)

1. The defendant shall allow the plaintiff to peruse and copy the books and documents listed in the separate sheet within the business hours at the head office of the defendant or at the storage place of the books and documents, among the books and documents listed in the separate sheet.

2. The plaintiff's remaining claims are dismissed.

3. Two minutes of the lawsuit shall be borne by the plaintiff, and the remainder shall be borne by the defendant.

The judgment of the defendant is that the defendant shall allow the plaintiff to peruse and copy each of the documents and books in the attached list.

1. Basic facts

The following facts may be acknowledged either in dispute between the parties, or in consideration of the whole purport of the pleading as to Gap evidence Nos. 1, 2, 3-2, 4, 4-1, 4-2, 1-1, 2, 4-2, 4, 7, and 8-1, 2, 5-1, 3-2, 5-2, 5-3, and 3-2, 5-3, 5-2, and 5-3, 5-2, and 6-2, and each part of the evidence Nos. 3-2, 5-2, 5-2, 5-3, 5-3, and 6-2, which are contrary to this, it is difficult to believe that these are part of the evidence Nos. 3-2, 5-3, and 6-2.

A. On June 17, 1971, Defendant Company was established by the joint investment of three (3) persons, including the Plaintiff, Nonparty Seocho-gu, the representative director of Defendant Company as of the date of its establishment, and the shares issued at the time of its establishment were 20,000 shares (50 won per share). Of them, the Plaintiff and the above changed class shares held 40% of each share, the above changed class shares held 20% of the above book class shares, and the above changed class shares held 20% of the above class shares, and the Plaintiff and the above changed class shares held the joint representative director, and the above book class shares held the office of director.

B. On July 6 of the same year of the above transformation, he resigned from the position of the representative director and transferred his own shares to the plaintiff and the above Western rule. The plaintiff and the above Western rule acquire 20 percent shares of the shares of the above company, and the plaintiff and the above Western rule share ownership ratio of the plaintiff and the above Western rule became 60 percent and the above Western rule became 40 percent, and the plaintiff again transferred the above Western rule to the above Western rule on August 31, 1976, and the plaintiff transferred 10 percent shares of the defendant company to the above Western rule on August 31, 197, and the share ownership ratio of the plaintiff and the above Western rule became 50 percent each, and thereafter the plaintiff and the above Western rule own 50 percent of the shares issued by the defendant company on March 6, 190 to the plaintiff and the above Western rule on March 6, 190, but have overall control over the affairs of the defendant company, and the plaintiff agreed not to participate in the defendant company's practice.

C. From the time of incorporation, the defendant company decided to divide the shares of the defendant company on the register of shareholders in accordance with the agreement between the plaintiff and the above Western rule for tax convenience. The defendant company borrowed the name without obtaining the consent of the employees of the defendant company, the plaintiff, and the relatives of the above Western rule and prepared the register of shareholders. From among those who are registered as shareholders on the register of shareholders of the defendant company until now, the remaining persons except the plaintiff and the above Western rule are not the actual shareholders of the defendant company because they did not invest in the defendant company or take over the shares issued by the defendant company, and therefore only the plaintiff and the above Western rule are owned by 50 percent of the shares of the defendant company as substantial shareholders.

D. On March 9, 1982, the total number of shares issued by the Defendant Company was 2,00,000 (500 per share price per 500 per share) and the Plaintiff and the said Western rule were held 1,00,000 shares, respectively. After the consolidation of shares, the total number of shares was reduced to 10,000 shares (10,000 shares per share price per 10,000 shares) but the total number of shares issued was reduced to 20,00 shares by capital increase without compensation, thereby holding 10,00 shares each by the Plaintiff and the said Western rule.

E. From March 16, 1983, the plaintiff, as joint representative director of the defendant company, was operating the defendant company as joint representative director of the defendant company. On March 5, 1990, the plaintiff established the defendant company's company's business purpose with the same non-party subsidiary company as the defendant company's company's business objective without approval at the general meeting of shareholders, and was appointed as joint representative director of the above company. The above book-keeping rule became final and conclusive from the time when the plaintiff's act was committed as violation of the duty of prohibition of competitive business under the Commercial Act, as Seoul Civil District Court 90Ka25454, Seoul Special Metropolitan City Office 91Ga17608, and the above court 91Ga17608, the plaintiff filed a lawsuit against the plaintiff to dismiss the director of the defendant company. Since the Seoul High Court 90Ra129 decided January 14, 191, the plaintiff was dismissed from the execution of the director's duty against the defendant company's representative director's company.

F. From that time, the relationship between the plaintiff and the above Western rule has aggravated, and there have been several legal disputes between the plaintiff and the above Western rule. The above Western rule filed a lawsuit for revocation of the resolution of the general meeting of shareholders and invalidation of the issuance of new shares with respect to the non-party friendly Construction Co., Ltd., which the plaintiff was in office as representative director in 191, and each of the above lawsuits became final and conclusive in the Supreme Court in favor of the above Western rule, and the plaintiff was excluded from the management of the defendant Co., Ltd. on April 27, 1994 on the grounds that the defendant Co., Ltd did not notify the plaintiff of the general meeting of shareholders on March 30 of the same year, on the ground that the defendant Co., Ltd. did not hold the general meeting of shareholders on March 30 of the same year. At the same time, the above lawsuit against the defendant Co., Ltd. was partially finalized as the plaintiff's application for revocation of the general meeting of shareholders, but the above lawsuit was against the defendant Co., Ltd.

G. On January 31, 1994, after the plaintiff was excluded from the management of the defendant company, the defendant company registered the transfer of the name in the middle of the non-party corporation from among the virtue of the non-party corporation (the "transfer of the whole or part of the business" under Article 374 (1) 1 of the Commercial Act, which requires a special resolution of the general meeting of shareholders, to transport the concrete products produced by the defendant company without a special resolution of the general meeting of shareholders). While the defendant company owned the above truck and directly operated the transportation of the concrete products, this method is aimed at changing the above transportation method into the part of the cost and the oil cost of the vehicle and the wage payment of the driver. Thus, it is difficult to view the above transportation method to constitute the "transfer of the whole or essential part of the business" under Article 374 (1) 1 of the Commercial Act, which requires a special resolution of the general meeting of shareholders).

2. The parties' assertion and judgment

The plaintiff asserts that the above Western rule constitutes an executive officer of the defendant company as his counterpart, and did not hold a general meeting of shareholders only once after the general meeting of shareholders on March 30, 1994, and does not pay dividends to shareholders, and that the plaintiff does not have an opportunity to monitor the management of the defendant company and participate in the management and operation of the defendant company after the exclusion from the management. Thus, the plaintiff who owns 50% shares of the defendant company did not have an opportunity to participate in the management and operation of the defendant company. As to the plaintiff's assertion that the defendant company knew the management status of the defendant company and sought perusal and copying of the books and documents as stated in the separate sheet to investigate and supervise them, the defendant company, the representative director of the plaintiff company, and the above Western rule, which is the defendant company, has deepened conflicts, and therefore, even if the plaintiff agreed not to participate in the management of the defendant company in accordance with the first agreement of March 6, 199, the plaintiff's claim for perusal and operation of the defendant company should not be accepted unfairly through the plaintiff's claim for the defendant company's failure.

Therefore, Article 396 of the Commercial Act provides that " directors shall keep the articles of incorporation, the minutes of the general meeting of shareholders at the principal office and branch offices of the company, the shareholders' list, the bond register and the minutes of the board of directors' meeting." Paragraph (2) of the same Article provides that "shareholders and creditors may request inspection or copying of the documents under paragraph (1) at any time during business hours." Paragraph (1) of the same Article provides that "the directors may request inspection or copying of the books and records under paragraph (1) at any time before one week prior to the date set for the general meeting of shareholders" in Articles 447 and 447-2 (the balance sheet, income statement, the statement of profits or deficit, the statement of accounts, and the business report) and the audit report shall be kept at the principal office for at least five years, and Paragraph (2) provides that "any shareholder and creditors may request inspection or copying of the books and records of the company at any time within the business hours, and may request inspection or copying of the books and records, etc. at least six percent of the total number of the books and shareholders may refuse such request in writing.

Therefore, the shareholder's right to peruse and copy account books and documents recognized as the shareholder who holds no less than 5/100 of the total issued and outstanding shares can be recognized only in cases where the shareholder's right to know the company's management status and the right to supervise and correct the shareholder's management status and the right to request perusal and copy of such account books and documents can be recognized. The reasons for perusal and copy of account books and documents which are written in a written request for perusal and copy should be specified in detail for the judgment of the company's existence or absence of the duty to peruse and copy the account books and documents. Thus, it is difficult to view that the representative director's right to inspect and copy the account books and documents are managed in a company with only abstract reasons such as the need to monitor the company's management status, and it is reasonable to view that the request for perusal and copy is not recognized in cases where the company's unlawful reasons exist, such as the company's right to inspect or copy the company's management status or specific reasons for the company's inspection and copy are more specific or more specific in cases of the company's management status.

Therefore, in this case, with respect to the books and documents (business report, audit report, bond register, minutes of board of directors) recorded in the attached list 1, 2, 10, and 11 among the books and documents of which the plaintiff is seeking perusal and copying, there is no particular restriction on the request for perusal and copying as seen in the Commercial Act, and therefore, the plaintiff's request for perusal and copying of the above books and documents is accepted (the defendant company also acknowledges the plaintiff's request for perusal and copying of the business report and audit report which are recorded in the same list 1, 2) but with respect to the remaining books and documents recorded in the same list, there is a specific reason for seeking perusal and copying as mentioned in the above list. As seen above, since the defendant company's request for perusal and copying of the above books and documents was passed by the board of directors on January 31, 1994 only and disposed of 50 percent of the shares of the defendant company, the plaintiff who owns the above 50 percent of the shares of the defendant company does not require perusal and copying of the above books and documents, etc.

Furthermore, in light of the provisions of Article 396 and Article 448 of the Commercial Act, the perusal and copying of each of the above books and documents for which a request for perusal and copying is accepted can be made only within the business hours of the defendant company at the head office of the defendant company or the place of storage of the books and documents.

3. Conclusion

Therefore, the defendant is obligated to allow the plaintiff to peruse and copy the books and documents listed in the separate sheet within the business hours at the defendant's head office or the place of storage of the above books and documents pursuant to the plaintiff's request for perusal and copying of the books and documents listed in the separate sheet of this case. Thus, the plaintiff's claim of this case is justified within the above scope of recognition, and the remaining claim is dismissed as it is without merit, and it is so decided as per Disposition by applying Articles 89 and 92 of the Civil Procedure Act with respect to the burden of litigation costs (the claim of this case is a non-property right lawsuit, and a provisional execution declaration is not attached thereto).

Judges Kim-type (Presiding Judge)