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| TITLE | Supreme Court Order 2013Ma657 Dated July 21, 2014 ¡¼Application for Permission to Inspect and Photocopy Minutes of Board of Directors¡¯ Meeting¡½ [full Text] |
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| Summary | |
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[1] The standard to determine whether it is unjust for a shareholder to exercise one¡¯s right to inspect and copy the minutes of Board of Directors¡¯ meeting, or the accounting ledgers, and related documents [2] Where an inspection and copying of the minutes of Board of Directors¡¯ meeting is deemed necessary for the exercise of shareholder¡¯s rights, whether the shareholder¡¯s request to inspect and copy the minutes can be deemed unjust merely because the petitioning shareholder is seeking a hostile merger and acquisition of the company in question (negative in principle) / Where an inspection and copying request demanded by a shareholder who seeks hostile merger and acquisition is deemed just [3] In a case where a foreign corporation ¡°B,¡± which increased its equity share by heavily purchasing ¡°A¡± company¡¯s shares with a view to acquiring A¡¯s elevator business unit, requested to inspect and copy the meeting minutes of A company¡¯s Board of Directors as taking issues of legitimacy of derivative contracts that A signed, there was an error of misapprehending the legal principles when the court below rendered the request unjust for lack of legitimate purpose [4] Whether the related documents submitted to the Board of Directors for purposes of Board resolution, etc. are subject to a request to inspect and copy the minutes of Board of Directors¡¯ meeting |
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