[1] In a case where the standing to sue in a lawsuit for confirmation of the absence of a resolution of a general meeting of shareholders and the benefit of confirmation is recognized, whether the shareholder of the corporation has a specific or legal interest in the company's property relation (negative)

[2] Where a plaintiff loses his/her status as a shareholder during the continuation of a lawsuit seeking revocation of the resolution of the general meeting of shareholders, whether he/she is disqualified (affirmative), and whether the same applies to cases where the plaintiff loses his/her status as a shareholder

[3] In a case where Eul et al., a shareholder of Gap corporation, filed a lawsuit seeking confirmation and revocation of the absence of a resolution of a general meeting of shareholders, and Eul et al. becomes a full parent company of Gap corporation and Byung corporation due to the share exchange between Gap corporation and Byung corporation while the lawsuit is pending, the case holding that Eul et al. did not have a profit to seek confirmation of the absence of resolution

[1] Article 380 of the Commercial Act, Article 250 of the Civil Procedure Act / [2] Article 376 of the Commercial Act / [3] Article 380 of the Commercial Act, Article 250 of the Civil Procedure Act

[1] Supreme Court Decision 79Da2267 Decided October 27, 1980 (Gong1981, 13360), Supreme Court Decision 2000Ma7839 Decided February 28, 2001 (Gong2001Ha, 1440), Supreme Court Decision 2009Da67115 Decided September 8, 201 (Gong2011Ha, 2052) / [2] Supreme Court Decision 2010Da87535 Decided February 10, 201

Plaintiff 1 and one other (Law Firm Hannuri, Attorneys Kim Sang-won et al., Counsel for the plaintiff-appellant)

Han Bank Co., Ltd. (Attorneys Kim Jong-soo et al., Counsel for the plaintiff-appellant)

Seoul High Court Decision 2014Na5538 decided September 24, 2015

All appeals are dismissed. The costs of appeal are assessed against the plaintiffs.

The grounds of appeal are examined.

1. As to the second ground for appeal

A. A. A lawsuit seeking confirmation of the absence of a resolution of a general meeting of shareholders is recognized only when a person who has a legitimate interest in the confirmation of the absence of a resolution is entitled to file a lawsuit (see, e.g., Supreme Court Decision 79Da2267, Oct. 27, 1980). However, in a lawsuit for confirmation, the benefit of confirmation in a lawsuit for confirmation is deemed to be the most effective and appropriate means to obtain a confirmation judgment (see, e.g., Supreme Court Decision 2009Da67115, Sept. 8, 201). A shareholder of a stock company is deemed to have an interest in the management of the company as the owner of the stocks, but only has a substantial, economic or general and abstract interest, and it cannot be said that there is a specific legal interest (see, e.g., Supreme Court Order 200Ma7839, Feb. 28, 201).

B. Review of the reasoning of the lower judgment and the record reveals the following facts.

(1) On March 31, 2011, the Defendant: (a) held the instant general meeting of shareholders; (b) passed a resolution on six bills listed in the attached Table of the lower judgment, including the statement of financial position, income statement, and approval of the statement of disposal of earned surplus (around January 1, 2010 to December 31, 201) (around 850 won per share as the original dividend on the statement of disposal of earned surplus shall be revised to 850 won and approved).

(2) On January 28, 2013, the Defendant and one Financial Branch Holdings Co., Ltd. (hereinafter “one Financial Branch Holdings”) concluded the instant share swap contract, and on the same day, the instant share swap contract was approved by the board of directors of the Defendant and one Financial Branch Holdings. The share swap ratio between the Defendant and one Financial Branch Shares was calculated on the basis of the closing price as of January 27, 2013, which was in force on January 27, 2013, according to the relevant provisions of the Financial Investment Services and Capital Markets Act and the Financial Investment Services and Capital Markets Act.

(3) On March 15, 2013, at a general meeting of shareholders held by the Defendant on March 15, 2013, a resolution of approval for the share swap contract of this case was passed, and one financial branch owner owned 100% of the Defendant’s shares on April 5, 2013. Accordingly, the Plaintiffs became one of the shareholders of the Defendant’s financial branch shareholders to change the status as one of the shareholders of financial

C. We examine these facts in light of the legal principles as seen earlier.

Even if the absence of the resolution of the general meeting of shareholders of this case is confirmed to be the absence of the resolution of the general meeting of this case and the amount of dividends based on the resolution of the general meeting of this case is returned to the defendant, which is the defendant's complete parent company, the interests of the plaintiffs, who are shareholders of one financial branch, are in fact and in economy. Thus, the plaintiffs cannot be deemed to have a legal interest seeking confirmation of the absence of

In addition, it is difficult to conclude that the decision of the share swap ratio of this case based on the market share price after about 1 year and 10 months from the date the resolution of the shareholders' meeting of this case or the payment of dividends therefrom had influenced the decision of the share swap ratio of this case. Furthermore, even if the resolution of the shareholders' meeting of this case affected the share swap ratio of this case, it can be directly disputed through the lawsuit for invalidity of share swap or the lawsuit for damages on the ground of illegality in the process of establishing the share swap ratio of this case or in the process of establishing the share swap ratio of this case. Thus, seeking confirmation of the absence of the resolution of

Therefore, the court below is just to have determined that it is difficult for the plaintiffs to recognize that there is a benefit in confirmation of the absence of the resolution of the general meeting of shareholders. There is no error in the misapprehension of legal principles as to interest in confirmation in the lawsuit for confirmation of absence of the resolution

2. Regarding ground of appeal No. 1

If the Plaintiff loses its status as a shareholder during the continuation of a lawsuit seeking revocation of the resolution of the general meeting of shareholders, the Plaintiff loses its status as a party to seek revocation pursuant to Article 376 of the Commercial Act (see, e.g., Supreme Court Decision 2010Da87535, Feb. 10, 201). This does not change because the Plaintiff lost its status as a shareholder against its own will.

The lower court determined that the Plaintiffs were the Defendant’s shareholders since the resolution of the general meeting of shareholders of this case, but the Defendant and the financial branch owner of this case completed the share swap while the instant lawsuit was pending, but the Plaintiff became the Defendant’s 100% shareholder and the financial branch owner of this case, and the Plaintiffs were no longer the Defendant’s shareholders, and thus, the Plaintiffs, who are not the shareholders, did not have the right to sue to file a lawsuit

The judgment of the court below is just in accordance with the above legal principles. Contrary to the allegations in the grounds of appeal, the court below did not err by misapprehending the legal principles on standing to sue in the revocation lawsuit.

3. Conclusion

All appeals are dismissed, and the costs of appeal are assessed against the losing party. It is so decided as per Disposition by the assent of all participating Justices on the bench.

Justices Lee Ki-taik (Presiding Justice)