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| TITLE | Supreme Court Decision 2011Da57869 Decided September 12, 2013【Damages】 [full Text] |
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| Summary | |
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[1] Relevant point in time to satisfy the share-holding requirement under the Commercial Act (“CA”) or the former Securities and Exchange Act when filing a representative lawsuit pursuant to Article 403 of the CA and the legality of that portion of a representative lawsuit which was instituted by those shareholders who subsequently lose their shareholder status due to stock disposal (negative in principle) [2] Whether transactions between a director of a parent company and its subsidiary are of the kind that must obtain approval of the parent company’s board of directors subject to Article 398 of the former CA (negative) [3] Whether a company’s director who becomes a majority shareholder of a competitor company and participates at its decision-making and business execution must obtain approval by the board of directors of the company where s/he belongs under Article 397(1) of the CA (affirmative), and whether a director who becomes a majority shareholder of another company which substantively operates as his/her company’s branch or operation division pursuing common interests must obtain approval by the board of directors of the company where s/he belongs under the same provision (negative) [4] If the board of directors, through a legitimate procedure and in the interest of the company, gives up on a business opportunity that could be profitable to the company or approves one of the directors to use such opportunities, whether that director or the directors who participate in the board’s decision to approve thereby breach(es) a good manager’s duty of care or duty of loyalty (negative in principle) |
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