TITLE	Supreme Court en banc Decision 2007Do4949 Decided May 29, 2009¡¼Violation of the Act on the Aggravated Punishment, etc. of Specific Economic Crimes (Breach of Trust)¡½ [full Text]
Summary
[1] Whether occupational breach of trust is established when a director of a company issues new shares, etc. at a price considerably lower than the market price [2] Standard of distinguishing the method of rights offering to shareholders from the method of allotment of shares to a third party; where a company grants existing shareholders an opportunity to acquire new shares, etc. based on the shareholding ratio, whether it can be deemed a rights offering if the forfeited stocks, etc., arising from shareholders not exercising the right to purchase are alloted to a third party at a price considerably lower than the market price [3] In case where forfeited convertible bonds arising from shareholders not exercising the right to purchase are offered to a third party via issuance, whether issuance conditions such as conversion price should be modified [4] Where a resolution of the board of directors as to allotment of forfeited convertible bonds to a third party is not defective, even if a resolution to issue convertible bonds is defective, the case holding that the act of proceeding with the issuance of convertible bonds does not constitute a breach of occupational duty as an element of establishing occupational breach of trust [5] Whether issuance of convertible bonds for the purpose of transferring managerial control constitutes a breach of occupational duty by a director of a company (negative)

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