The standards for determining whether the exercise of a shareholder's right to inspect or copy the meeting minutes of the board of directors, accounting books and documents is unfair.

In a case where a shareholder’s request for inspection or copy of the minutes of the board of directors or accounting books, documents, etc. as stipulated in Articles 391-3(3) and 466(1) of the Commercial Act is made, the company may refuse such request by proving that it is unreasonable. Whether the exercise of shareholder’s right to inspection or copy is unfair or not should be determined by comprehensively taking into account all the circumstances, such as the background leading to the exercise of the right, the purpose of the exercise, and the maliciousness of the right. In particular, it should be deemed that the exercise of shareholder’s right to inspection or copy is unfair because it harms the company’s business or joint interest of the shareholder, or it is likely that the shareholder might use the acquired information for competitive business, or it is exercised by selecting the company at

Articles 391-3 (3) and 466 (1) of the Commercial Act

[Plaintiff-Appellant] 97G7 decided March 19, 1997 (Gong1997Sang, 1167)

Non-school Co., Ltd. (Law Firm Kim & Lee, Attorneys Kim Jong-soo et al., Counsel for the defendant-appellant)

Daeju Co., Ltd.

Busan High Court Order 2002Ra97 dated August 29, 2003

The reappeal is dismissed.

1. Where a shareholder’s request for inspection or copy of the minutes of the board of directors or the books, documents, etc. of accounts as stipulated in Articles 391-3(3) and 466(1) of the Commercial Act is made, the company may refuse such request by proving that it is unreasonable. Whether the exercise of shareholder’s right to inspection or copy is unjust or not should be determined by comprehensively taking into account all the circumstances, such as the circumstances leading to the exercise of the right, the purpose of the exercise, and the maliciousness of the right. In particular, it should be deemed that the exercise of shareholder’s right to inspection or copy is unfair because the exercise of shareholder’s right to inspection or copy interferes with the operation of the company’s business or the common interest of shareholders, or where the shareholder is likely to use the acquired information for competitive business,

2. According to the reasoning of the order of the court below, the court below revealed the facts as stated in its reasoning. The Re-Appellant and the other party maintain a long competitive relationship with their own business base in Busan-Gyeongnam area. The Re-Appellant began to purchase shares of the other party only after the other party reduced capital of 13.9 billion won, and the other party purchased shares of the other party at the price of 5 times the other party's continuous capital stock de-listing price, and it is clear that the other party's acquisition of shares does not intend to receive shares of the other party's original purpose. The court below determined that the other party's claim for inspection of shares of the other party's company's company's company's company's company's company's own shares for acquisition of shares of 50% or more of the other party's company's company's company's company's company's company's business operation purpose, such as acquisition of shares of the other party's company's company's company's company's company's management right, etc. without any justifiable reasons such as the other party's company's claim for inspection and pressure.

In light of the above legal principles and records, we affirm the above fact-finding and judgment of the court below as just, and there is no error in the misapprehension of the rules of evidence or the misapprehension of the legal principles as alleged in the grounds of re-appeal Nos. 1 and 2.

In addition, as long as the lower court’s judgment that the right to be preserved is not recognized, the argument in the grounds of re-appeal Nos. 3 through 5 as to the necessity of preservation cannot be accepted without further review.

3. Therefore, the reappeal is dismissed. It is so decided as per Disposition by the assent of all participating Justices on the bench.

Justices Zwon-won (Presiding Justice)