(a) The validity of a resolution of the general meeting of shareholders which only some of the shareholders gather at another place on the same date and time, after the convocation notice, or after the adjournment of the general meeting of shareholders at that place;

(b) Validity of a resolution of the general meeting of shareholders convened by a person other than the authority;

A. Although the representative director notified that a temporary general meeting should be held at the office of the company 10:00 on February 26, 1987, due to disturbance at around 16:00 on the day of the general meeting of shareholders, if 3 shareholders were to gather a separate meeting and make a resolution at a separate place, even if 3 shareholders were to hold shares much more than the majority, the remaining minority shareholders cannot be deemed to be a resolution of the general meeting of shareholders valid under law by gathering only some shareholders who expressed their opinions without disregarding the convocation procedure of the general meeting of shareholders.

B. As long as there is no resolution of the first general meeting of shareholders, those appointed as representative director on this basis cannot be the legitimate person holding the authority to convene the general meeting of shareholders, the resolution of the second general meeting of shareholders, which was convened by them, shall be deemed to exist in law.

(a)Article 380 of the Commercial Code, Section 363(b) of the Commercial Code, Article 362 of the Commercial Code;

A. Supreme Court Decision 63Da670 delivered on May 26, 1964 (No. 12 ② Civil 108). Supreme Court Decision 89Nu4642 delivered on February 9, 1990 (Gong190,661)

[Defendant-Appellant] Plaintiff 1

Samyang Metal Co., Ltd., Counsel for the plaintiff-appellant

Seoul High Court Decision 91Na2382, 2436 decided May 29, 1992

The appeal is dismissed.

The costs of appeal are assessed against the defendant.

We examine the grounds of appeal.

1. According to the reasoning of the judgment below, the non-party 1, who was the representative director of the defendant company at the time of February 12, 1987, was registered as the shareholders on the list of the shareholders of the defendant company. The non-party 1, who held the above non-party 1 and the non-party 1's non-party 1's non-party 2's non-party 1's non-party 1's non-party 1's non-party 1's non-party 3's non-party 1's non-party 1's non-party 1's non-party 6's non-party 1's non-party 1's non-party 6's non-party 1's non-party 1's non-party 3's non-party 1's non-party 1's non-party 6's non-party 1's non-party 1's non-party 2's non-party 3's non-party 6's non-party 1's non-party 6's non-party 1'.

In comparison with the records, the above fact-finding and judgment of the court below are acceptable, and there is no error in the misapprehension of legal principles as to the method of mistake of facts or resolution of the general meeting of shareholders due to violation of the rules of evidence.

The precedent cited by the theory of the lawsuit (Supreme Court Decision 77Da1788 delivered on January 10, 1978) is not appropriate to invoke the case in this case.

All arguments are without merit.

2. A resolution at a general meeting of shareholders convened by a person who has no authority to convene the general meeting of shareholders shall be deemed as existence of legal resolution;

According to the facts duly established by the court below, since the resolution of this case was adopted at a general meeting of shareholders convened by Nonparty 9 and Nonparty 6, etc. who were appointed as the representative director of the defendant company by the resolution of this case, the board of directors composed of the above resolution of this case was held at the general meeting of shareholders composed of Nonparty 1 and Nonparty 6, etc., so long as the first resolution of this case became nonexistent, the above non-party 9 and the non-party 6, who were appointed as the representative director, cannot become the legitimate representative director, so the second resolution of this case which was convened at the general meeting of shareholders, as well as the non-existence of the above resolution of this case, shall be deemed as a legally binding existence of the resolution of this case. Thus, the judgment of the court below is just and there is no error of law such as the misapprehension of legal principles and reasoning, or incomplete hearing, and the above non-party 1 who is the former representative director, shall resign before the above general meeting of shareholders and obtain the consent of the above non-party 1 and the above non-party 6.

The judgment of the court below is not erroneous in the violation of the precedents of party members, and all of the arguments are without merit.

Therefore, the appeal is dismissed and all 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 Kim Yong-sung (Presiding Justice)