(a) Where a company provides its important property as a sale security, whether a special resolution of the general meeting of stockholders is required;

(b) Validity of a resolution of the general meeting of shareholders by verbal notice of a call-up given to some shareholders without complying with the statutory call-up period;

A. Even if the company's business operation is not itself, if the result of the transfer or abolition of the company's whole or essential part of its business, such disposal act requires a special resolution of the general meeting of shareholders as stipulated in Article 374 subparagraph 1 of the Commercial Act. Thus, if the company's ownership, which is engaged in the business of manufacturing and selling fume, is almost all of the company's business property which is not indispensable for manufacturing fume, the act of offering fume all of the above company's business as a security for selling fume as a result of the same result as transfer or abolition of all or part of the above company's business.

B. If the general meeting of shareholders is not a meeting of shareholders convened by a legitimate convening authority, the resolution shall be deemed to be null and void as a matter of course, but if a resolution of the general meeting of shareholders convened by a legitimate convening authority is adopted without the resolution of the board of directors, the notice of convening the general meeting of shareholders did not comply with the statutory convocation period, and even if a notice of convening a meeting was given to some shareholders, the defect in the procedure of convening the general meeting of shareholders shall be deemed to be a mere cause for revocation of the resolution, and the revoked resolution shall be valid unless it is revoked by the lawsuit filed within the statutory period.

(a) Article 374 subparagraph 11 (b) of the Commercial Act;

B. Supreme Court Decision 80Da2745, 2746 Decided July 28, 1981

Plaintiff

Shin Mame Co., Ltd.

Seoul High Court Decision 85Da1736 delivered on January 16, 1986

The judgment below is reversed and the case is remanded to Seoul High Court.

We examine the grounds of appeal.

With respect to No. 1:

Even if the company's business operation is not a transfer of the company's own business, if the result is the same as the transfer or cancellation of the whole or important part of the company's business, the disposition requires a special resolution of the general meeting of shareholders under Article 374 subparagraph 1 of the Commercial Act. Thus, as determined by the court below, if the non-party Gangwon Industrial Co., Ltd. is a company engaged in manufacturing and selling fume, and if the non-party Gangwon Industrial Co., Ltd. is a company engaged in manufacturing and selling fume as determined by the court below and the act of offering fumeme all of the above fumememes as a sale security brings about the same result as that of the above non-party company's business operation, and it is a matter to be done through a special resolution of the general meeting of shareholders. Therefore, the judgment below is just and there is no error of law as a misapprehension of legal principles.

With respect to the second ground:

According to the reasoning of the judgment below, the court below held that, in order to have a legitimate special resolution of the general meeting of shareholders under Article 374 of the Commercial Act, there is a resolution of the board of directors to convene the general meeting of shareholders and accordingly, a resolution of the resolution of the general meeting as prescribed by the Commercial Act should be passed by the legitimate convocation authority, such as a written notice of convening the meeting to each shareholder no later than two weeks prior to the date of convening the general meeting. The court below held that, since the plaintiff asserted that the non-party company's resolution was passed by the resolution of the general meeting of shareholders on July 30, 1983 with legitimate convocation of the meeting of shareholders, since there is no evidence to acknowledge that the non-party company's resolution was a legitimate convocation procedure for the formation of the company, it cannot be viewed as a special resolution of the general meeting of shareholders under the above Article 374

However, if the resolution of the general meeting of shareholders is not a legitimate person with the authority to convene the general meeting of shareholders, the resolution shall be deemed null and void as a matter of course, but if the resolution of the general meeting of shareholders is adopted by the legitimate person with the authority to convene the general meeting of shareholders without the resolution of the general meeting of shareholders, the notice of convening the general meeting of shareholders did not comply with the statutory period of convening the meeting, and even if the notice of convening the general meeting was omitted for some shareholders, such defect in the procedure of convening the general meeting of shareholders shall be deemed merely a ground for revocation of the resolution, and the cancelled resolution shall be valid unless it is revoked by the lawsuit filed within the statutory period. Thus, the court below did not err in the misapprehension of legal principles as to the above 3 evidence, 5 evidence, 10 evidence, 10 evidence, 2, and 2, and testimony of the non-party 2, the above notice of convening the general meeting of shareholders, which affected the conclusion of the resolution of the general meeting of shareholders, as it did not violate the legal principles as to the above notice of convening the general meeting of shareholders.

Therefore, the judgment of the court below is reversed, and the case is remanded to the court below. It is so decided as per Disposition by the assent of all participating Justices.

Justices Lee Jin-Post (Presiding Justice)