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【Main Issues and Holdings】
[1] Effect of an agreement concerning the exercise of voting rights between shareholders (effective in principle), and, where a resolution has been adopted at a general meeting of shareholders following the exercise of voting rights by a party in breach of such agreement restricting the exercise of voting rights, whether the other party to the agreement may assert the invalidity of the resolution against the company on the ground of such breach (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 composed 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 upon the recommendation of Company B
[3] Where the court issues an indirect execution order, elements to be considered when setting a reasonable period for implementation and the amount of compensation
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