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TITLE Supreme Court Order 2013Ma657 Dated July 21, 2014 【Application for Permission to Inspect and Photocopy Minutes of Board of Directors’ Meeting】 [full Text]
Summary
[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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