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| TITLE | 【Syllabus of Latest Opinion】 Supreme Court Decision 2020Da219577 Decided June 12, 2025 【Lawsuit Related to Company】 [full Text] |
|---|---|
| Summary | |
| 【Main Issues and Holdings】 [1] Effect of an agreement on the right to exercise voting rights reached between shareholders (effective in principle) and, in a case where a resolution was adopted by the general shareholders’ meeting following the exercise of a voting right by the party to an agreement on voting rights restrictions in violation of the agreement, whether the other party to the agreement may contest the inadequacy of the resolution against the company on the grounds of a breach of the agreement (negative) [2] In a case where: (a) Party A and Foreign Company B concluded an “agreement on joint investment on the establishment and operation of Incorporated Company C,” agreeing that “the board of directors shall be comprised of four individuals, with Party A and Company B appointing two each,” and the board of directors was established accordingly; and (b) Company B exercised a voting right to approve the tentative agenda of an additional appointment of three directors at an extraordinary general meeting of shareholders, subsequent to which the resolution to that effect was adopted by the general shareholders’ meeting, the case holding that Party A may demand that Company B exercise a voting right in favor of dismissing three of the five directors appointed on the recommendation of Company B [3] Where the court issues an indirect execution order, elements considered when setting a reasonable period for implementation and the amount of compensation | |
