1. The plaintiff's appeal is dismissed.

2. The costs of appeal shall be borne by the Plaintiff.

The purport of the claim and appeal is the purport of the appeal.

1. Determination on the lawfulness of the instant lawsuit

A. The Plaintiff’s assertion is a shareholder holding 25.24% of the total number of outstanding shares of the Nonparty Company, who was the representative director of Nonparty Company D (hereinafter “Nonindicted Company”).

While the defendant is in office as a director of the non-party company, he withdraws 185 million won of the corporate capital of the non-party company without permission, and deposited it to C with the non-party company whose representative director is the non-party company, thereby causing damage to the non-party company. Since the auditor E of the non-party company did not file a lawsuit despite the non-party company's claim for lawsuit, the plaintiff who is a shareholder of the non-party company filed a shareholder representative lawsuit against the defendant

B. The lawsuit of this case by the Defendant’s principal safety defense is unlawful because it does not satisfy the requirements of shareholder representative lawsuit under Article 403 of the Commercial Act.

C. (1) In order for a shareholder who holds no less than 1/100 of the total issued and outstanding shares to file a representative suit, as a matter of principle, a director’s claim shall be filed in writing, stating the reasons therefor, to enforce the director’s liability. If the company fails to file a suit within 30 days after the claim is delivered to the company, the shareholder may file a representative suit to enforce the director’s liability directly at issue (Article 403 of the Commercial Act). The shareholder’s claim against the director should be filed against the auditor in principle.

(Article 394(1) of the Commercial Act. However, there is no evidence to prove that the Plaintiff filed a claim to enforce the liability of the Defendant, a director, in writing stating the reasons for the audit of the non-party company prior to the instant lawsuit. Thus, the Plaintiff’s lawsuit in this case is unlawful on the ground that it does not meet the requirements for filing a lawsuit

(2) As to this, the Plaintiff filed the instant lawsuit.