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. The Plaintiff’s cause of the Plaintiff is a shareholder and in-house director who holds 50% of shares of C Co., Ltd. (hereinafter “C”), and the Defendant is a shareholder and in-house director and representative director who hold 50% of shares of C.

In the course of operating C, the Defendant committed unlawful acts under Article 385(2) of the Commercial Act, such as embezzlement of funds or evasion of taxes, or acts violating the statutes or articles of incorporation.

Since the Defendant is a shareholder holding 50% of C’s shares and thus it is impossible to dismiss him through a general meeting of shareholders, the Defendant’s director and representative director shall be dismissed by the instant lawsuit.

2. Whether the lawsuit of this case is lawful

A. Article 385(1) of the Commercial Act provides that “a director may be removed from office at any time by a resolution of the general meeting of shareholders” (Article 385(1) of the Commercial Act provides that “a director may be removed from office” (Article 385(2) provides that “a director may, if a director refuses to dismiss him/her from office even though he/she has committed an unlawful act in connection with his/her duties, or a serious violation of the statutes or the articles of incorporation, a shareholder who holds no less than 3/10 of the total issued and outstanding shares may request the court

Therefore, in order for a minority shareholder to file a lawsuit to dismiss a director, a minority shareholder who holds no less than 3/100 of the total issued and outstanding shares shall first submit to the board of directors a document stating the purpose of the meeting and the reasons for convening the general meeting to convene the general meeting, and if he/she fails to comply with the convocation even if he/she did so, he/she may convene the general meeting with the permission of the court, and if he/she

(see, e.g., Supreme Court Order 95Ma837, Jan. 10, 1997). Furthermore, the Plaintiff did not undergo a C’s general meeting to dismiss the Defendant from office before filing the instant lawsuit.