Corporation laws & cases of South Korea:
Gespeichert in:
| 1. Verfasser: | |
|---|---|
| Format: | Buch |
| Sprache: | English |
| Veröffentlicht: |
Alphen aan den Rijn
Wolters Kluwer
[2018]
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| Online-Zugang: | Inhaltsverzeichnis |
| Beschreibung: | lvii, 756 Seiten |
| ISBN: | 9041194045 9789041194046 |
Internformat
MARC
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| 001 | BV045284839 | ||
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| 008 | 181113s2018 |||| 00||| eng d | ||
| 020 | |a 9041194045 |9 90-411-9404-5 | ||
| 020 | |a 9789041194046 |9 978-90-411-9404-6 | ||
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| 040 | |a DE-604 |b ger |e rda | ||
| 041 | 0 | |a eng | |
| 049 | |a DE-M382 | ||
| 100 | 1 | |a Lee, Jong-Hoon |e Verfasser |4 aut | |
| 245 | 1 | 0 | |a Corporation laws & cases of South Korea |c Jong-Hoon Lee |
| 246 | 1 | 3 | |a Corporation laws and cases of South Korea |
| 264 | 1 | |a Alphen aan den Rijn |b Wolters Kluwer |c [2018] | |
| 300 | |a lvii, 756 Seiten | ||
| 336 | |b txt |2 rdacontent | ||
| 337 | |b n |2 rdamedia | ||
| 338 | |b nc |2 rdacarrier | ||
| 776 | 0 | 8 | |i Erscheint auch als |n Online-Ausgabe (eBook) |z 978-90-411-9405-3 |
| 776 | 0 | 8 | |i Erscheint auch als |n Online-Ausgabe, PDF |z 978-90-411-9406-0 |
| 856 | 4 | 2 | |m SWB Datenaustausch |q application/pdf |u http://bvbr.bib-bvb.de:8991/F?func=service&doc_library=BVB01&local_base=BVB01&doc_number=030672284&sequence=000001&line_number=0001&func_code=DB_RECORDS&service_type=MEDIA |3 Inhaltsverzeichnis |
| 999 | |a oai:aleph.bib-bvb.de:BVB01-030672284 | ||
Datensatz im Suchindex
| _version_ | 1804179061720743936 |
|---|---|
| adam_text | TABLE OF CONTENTS
FOREWORD LIII
PREFACE L
V
SPECIAL NOTICE IVII
PART I
GENERAL PRINCIPLES 1
CHAPTER 1
CHARACTERISTICS OF A CORPORATION 3
§1.01 PROFITABILITY 3
§1.02 EXISTENCE AS A LEGAL ENTITY 4
§1.03 COALITION AMONG PERSONS 4
CIIAITKR 2
TYPES OF CORPORATIONS 5
PART II
STOCK CORPORATION 7
CHAPTER 3
REASONS FOR STUDYING STOCK CORPORATION 9
CHAPTER 4
CHARACTERISTICS OF THE STOCK CORPORATION LAW 11
§4.01 LIMITED LIABILITY OF SHAREHOLDERS 11
§4.02 SHARES AND PAID-IN CAPITAL 12
§4.03 SHAREHOLDERS MEETING, BOD AND AUDITOR 13
§4.04 FOR WHOM A STOCK CORPORATION SHALL EXIST? 14
TABLE OF CONTENTS
CHAPTER 5
INCORPORATION OF A STOCK CORPORATION 15
§5.01 PROMOTERS 15
[A] IN GENERAL 15
[B] NECESSITY 15
[CJ UNION OF PROMOTERS 15
[D] NUMBER OF SHARES NECESSARY TO ADOPT A RESOLUTION BY THE
PROMOTERS 16
[1| MAJORITY OF CONSENT 16
[2] UNANIMOUS CONSENT 16
[3] MATTERS TO BE DETERMINED SOLELY BY EACH PROMOTER 16
§5.02 A CORPORATION IN THE COURSE OF INCORPORATION 16
[A] NECESSITY 16
[B] LEGAL NATURE 1?
[C] TIMING OF INCORPORATION 17
[D] SCOPE OF ACTIONS OF PROMOTERS TO BE ALLOWED AS THE ACTIONS OF
THE CORPORATION IN THE COURSE OF INCORPORATION 18
§5.03 PROCEDURE FOR THE INCORPORATION OF A STOCK CORPORATION 19
[A] PREPARATION OF THE AO1 19
[1) MATTERS TO BE SPECIFIED IN THE AOI 19
[A] MATTERS TO BE SPECIFIED MANDATORILY IN THE AOI 19
[B] MATTERS WHICH SHALL BE SPECIFIED IN THE AOI IN ORDER
TO COME INTO EFFECT ALTHOUGH THEY NEED NOT
NECESSARILY EXIST 23
[C] MATTERS WHICH CAN COME INTO EFFECT IRRESPECTIVE OF
WHETHER THEY ARE SPECIFIED IN THE AOI OR NOT 27
[2] TIMING WHEN THE AOI COMES INTO EFFECT 17
[3| KEEPING, PUBLIC NOTICE AND INSPECTION OF THE AOI 28
[B] DETERMINATION OF MATTERS CONCERNING THE ISSUANCE OF SHARES 28
[C] DETERMINATION ON THE INCORPORATION ONLY BY PROMOTERS OR THE
INCORPORATION BY SUBSCRIPTION 29
[D] SUBSCRIPTION OF SHARES BY PROMOTERS 29
[EJ PROCEDURE FOR THE INCORPORATION ONLY BY PROMOTERS 30
[1) PAYMENT OF SUBSCRIPTION PRICE (INCLUDING AN INVESTMENT
IN KIND) 30
[2] ELECTION OF DIRECTORS OR AUDITORS 30
[3] INVESTIGATION ON THE PROCEDURES OF INCORPORATION 31
[A] IN GENERAL 31
[B] IN CASES WHERE THE MATTERS ON ABNORMAL
INCORPORATION ARE INCLUDED IN THE AOI 31
[C] EFFECT IN CASES WHERE AN INVESTIGATION PROCEDURE
WAS NOT TAKEN 33
(F) PROCEDURE OF THE INCORPORATION BY SUBSCRIPTION 33
VI
IGJ
TABLE OF CONTENTS
(1 ] SUBSCRIPTION FOR SHARES BY ANY THIRD PARTY EXCEPT FOR
PROMOTERS
[A] OFFER
[B) ALLOTMENT
[C] NULLIFICATION OR REVOCATION OF THE SUBSCRIPTION OF
SHARES
(2] PAYMENT OF THE PRICE OF SUBSCRIPTION OF SHARES
[AJ IMPLEMENTATION AND PROCEDURE
[B] PROCEDURE ON THE FORFEITURE OF RIGHTS OF SUBSCRIBERS
[C) FAKE PAYMENT (INCLUDING WITHDRAWAL OF THE PRICE OF
SHARE SUBSCRIPTION IMMEDIATELY AFTER ITS DEPOSIT)
(I) EFFECT OF FAKED PAYMENT
[31 INAUGURAL MEETING
(A] CONVOCATION
[B] AUTHORITY
REGISTRATION FOR INCORPORATION
§5.04 NULLIFICATION OF INCORPORATION OF A STOCK CORPORATION
§5.05 LIABILITY ON ESTABLISHMENT OF A STOCK CORPORATION TO BE ASSUMED BY
A PERSON RELATED THERETO
[A]
[BI
IC]
[D]
[E]
CLIAITKR 6
SHARES, SHARE
LIABILITY OF PROMOTERS
[ 1 ] WHEN A STOCK CORPORATION IS ESTABLISHED
[A] LIABILITY AGAINST A STOCK CORPORATION
[B] LIABILITY AGAINST ANY THIRD PARTY
[2] WHEN A STOCK CORPORATION FAILS TO COME INTO EXISTENCE
LIABILITY OF LIKE-PROMOTERS
LIABILITY OF AN INSPECTOR
LIABILITY OF DIRECTORS AND AUDITORS
LIABILITY OF A NOTARY PUBLIC OR A CERTIFIED APPRAISER
* CERTIFICATE, REGISTER OF SHAREHOLDERS
§6.01 SHARES
IA]
IB]
[C]
ID1
SHAREHOLDERS RIGHTS
EQUAL TREATMENT OF SHARES
[1] IN GENERAL
[2] SCOPE
[3] EXCEPTION
SHARES WITH PAR VALUE AND SHARES WITHOUT PAR VALUE
[ 1 J SHARES WITH PAR VALUE
(2) SHARES WITHOUT PAR VALUE
[3J CONVERSION BETWEEN A SHARE WITH PAR VALUE AND A SHARE
WITHOUT PAR VALUE
CLASSES OF SHARES
33
34
34
34
36
36
36
37
37
38
38
40
41
42
43
43
43
43
46
46
47
47
48
48
49
49
49
50
50
50
50
52
52
52
52
53
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TABLE OF CONTENTS
[1] CLASS OF SHARES ON THE DIVIDEND OF PROFITS OR THE
DISTRIBUTION OF RESIDUAL ASSETS 54
[2] CLASS OF SHARES ON PRECLUSION OR LIMITATION OF VOTING
RIGHTS 54
[3] REDEEMABLE SHARES 55
[A] TYPES OF REDEEMABLE SHARES 56
[B] CONSIDERATION AND EFFECT OF REDEMPTION 56
[4] CONVERTIBLE SHARES 57
[A] TYPES OF CONVERTIBLE SHARES 58
[BJ PROCEDURE OF ISSUANCE OF CONVERTIBLE SHARES 58
[C] PROCEDURE ON CONVERSION 59
[D] EFFECT OF CONVERSION 5 )
[E] CO-OWNERSHIP OF SHARES 60
[F] LIABILITY OF SUBSCRIBERS IN CASE THE SUBSCRIPTION WAS MADE IN
THE NAME OF A NON-EXISTING PERSON OR ANOTHER PERSON 60
§6.02 SHARE CERTIFICATE 61
[AJ MATTERS TO BE STATED IN A SHARE CERTIFICATE 61
[B] TIMING OF ISSUANCE OF A SHARE CERTIFICATE 62
[C| ELECTRONIC REGISTRATION OF SHARES 63
[DJ TIMING OF EFFECTING A SHARE CERTIFICATE 63
[E] POWER PRESUMED AS A LEGAL HOLDER BY A POSSESSION OF A SHARE
CERTIFICATE 63
[F] BONA FIDE ACQUISITION OF A SHARE CERTIFICATE 64
[G] PROCEDURE OF PUBLIC SUMMON AND JUDGMENT FOR NULLIFICATION IN
CASE OF LOSS OF A SHARE CERTIFICATE 64
[H] NON-BEARING OF A SHARE CERTIFICATE 67
[1] IN GENERAL 67
[2] CASES WHERE THE NON-BEARING OF A SHARE CERTIFICATE IS
DECLARED AGAINST THE CORPORATION BEFORE ISSUANCE OF A
SHARE CERTIFICATE 67
[3] CASES WHERE THE NON-BEARING OF A SHARE CERTIFICATE IS
DECLARED AGAINST THE CORPORATION AFTER ISSUANCE OF A
SHARE CERTIFICATE 68
(4) ISSUANCE OR RETURN OF A SHARE CERTIFICATE 68
[I] PLEDGE OF SHARES REGISTERED IN A REGISTER OF SHAREHOLDERS 69
§6.03 REGISTER OF SHAREHOLDERS 69
[A] IN GENERAL 69
[BL PLACE OF KEEPING AND REQUEST FOR INSPECTION OR COPY 69
[C] PARTICULARS TO BE PRESCRIBED IN THE REGISTER OF SHAREHOLDERS 70
[D] EFFECT OF A REGISTER OF SHAREHOLDERS 71
[1] EFFECT AGAINST THE CORPORATION 71
[2] EFFECT WHERE A PERSON REGISTERED AS A SHAREHOLDER IN A
REGISTER OF SHAREHOLDERS SHALL BE PRESUMED AS A
SUBSTANTIAL SHAREHOLDER 72
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[31 EFFECT OF EXEMPTION FROM LIABILITY 73
(E| ELECTRONIC REGISTER OF SHAREHOLDERS 73
[ 1) IN GENERAL 73
[2] MATTERS TO BE PRESCRIBED 74
|3) KEEPING, INSPECTION AND COPY 74
|4] EFFECT 74
[F] CLOSURE OF A REGISTER OF SHAREHOLDERS AND A RECORD DATE 75
[11 NECESSITY 75
[21 CLOSURE OF A REGISTER OF SHAREHOLDERS 75
[A] IN GENERAL 75
[B| SCOPE 76
|C| EFFECT OF THE CLOSURE OF A REGISTER OF SHAREHOLDERS 76
(31 RECORD DATE 77
[41 USING OF A CLOSURE OF A REGISTER OF SHAREHOLDERS TOGETHER
WITH A RECORD DATE 78
[5] EFFECT OF CLOSURE OF A REGISTER OF SHAREHOLDERS AND RECORD
DATE IN VIOLATION OF SUCH PERIOD 78
(G| TRANSFER AGENT 78
§6.04 TRANSFER OF SHARES 79
I A] FREEDOM OF TRANSFER OF SHARES 79
|B| REQUIREMENTS FOR MAKING A TRANSFER OF SHARES COME INTO EFFECT 80
[ 11 IN PRINCIPLE 80
(2J EXCEPTION 80
[3] TYPES OF DELIVERY OF SHARES 81
[C| LIMITATION TO A TRANSFER OF SHARES 82
[ 1 ] LIMITATION TO THE TRANSFER OF RIGHTS BASED ON SUBSCRIPTION
FOR SHARES 82
[A[ IN GENERAL 82
[B] EFFECT 82
[21 LIMITATION TO A TRANSFER OF SHARES MADE BEFORE THE
ISSUANCE OF A SHARE CERTIFICATE 83
[A] IN GENERAL 83
[B] EFFECT OF THE TRANSFER OF SHARES WITHIN 6 MONTHS
AFTER ESTABLISHMENT OF THE CORPORATION OR LAPSE OF THE
PERIOD OF PAYMENT OF SUBSCRIPTION FOR NEW SHARES 84
[C] EFFECT OF A TRANSFER OF SHARES AFTER 6 MONTHS FROM THE
ESTABLISHMENT OF THE CORPORATION OR LAPSE OF THE
PERIOD OF PAYMENT OF SUBSCRIPTION FOR NEW SHARES 85
[3] LIMITATION TO THE CORPORATION S ACQUISITION OF THE
SHARES IT ISSUED 86
[A] IN GENERAL 86
[B] REASON FOR LIMITATION AND NECESSITY OF ALLOWANCE 86
[C] IN PRINCIPLE: PROHIBITION 87
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[D] EXCEPTIONAL CASES OF ALLOWANCE 87
[E] CORPORATION S UNLAWFUL ACQUISITION OF THE SHARES IT
ISSUED 92
[F] EXERCISE OF RIGHTS BY A STOCK CORPORATION WHICH
[4]
OWNS THE SHARES ISSUED
[G] DISPOSITION OF TREASURY
PROHIBITION OF THE ACQUISITION
CORPORATION BY A SUBSIDIARY
[A] PURPOSE OF LEGISLATION
[BJ IN PRINCIPLE
[C] EXCEPTION
BY IT
SHARES
OF SHARES OF A PARENT STOCK
93
94
95
95
96
96
[D] EFFECT ON THE VIOLATION OF PROHIBITION OF SHARE
ACQUISITION IN THE PARENT CORPORATION BY A SUBSIDIARY
CORPORATION 97
(5) RESTRICTION ON VOTING RIGHTS WITH RESPECT TO THE ACQUISITION
OF SHARES BETWEEN PARTIES WITH NO PARENT-SUBSIDIARY
CORPORATION RELATIONSHIP 98
[A] IN GENERAL 98
[B] REQUIREMENTS 98
[C] EFFECT 99
[D] DUTY TO NOTIFY 100
[6] LIMITATION TO A TRANSFER OF SHARES BY THE AOI 101
[A] REASONS FOR LIMITATION 101
FB] SCOPE 101
[CJ REQUIREMENT OF LIMITATION 102
[D] EFFECT IN CASE OF VIOLATION 107
[7| LIMITATION TO A TRANSFER OF SHARES PURSUANT TO AN
AGREEMENT AMONG SHAREHOLDERS 107
[8| RESTRICTION UNDER OTHER LAWS 108
[A] RESTRICTION UNDER THE MONOPOLY REGULATION AND FAIR
TRADE ACT (HEREINAFTER REFERRED TO AS THE FAIR TRADE
ACT ) 108
[B] LIMITATION UNDER THE CAPITAL MARKET ACT 109
[C] LIMITATION UNDER THE TELECOMMUNICATIONS BUSINESS
ACT 109
[D] LIMITATION UNDER THE ACT ON THE IMPROVEMENT OF
MANAGERIAL STRUCTURE AND PRIVATIZATION OF PUBLIC
CORPORATIONS 109
[EL LIMITATION UNDER THE BROADCASTING ACT 109
[FJ LIMITATION UNDER THE ACT ON THE PROMOTION OF
NEWSPAPERS 109
[G] LIMITATION UNDER THE AVIATION ACT 110
TABLE OF CONTENTS
[HJ LIMITATION UNDER THE FOREIGN INVESTMENT PROMOTION
ACT 110
[I] LIMITATION UNDER THE FOREIGN EXCHANGE TRANSACTIONS
ACT 110
|J| LIMITATION UNDER THE BANKING ACT 110
§6.05 SHARE SPLIT HI
|A| IN GENERAL 111
[B] REQUIREMENTS AND PROCEDURES 111
11 ] SPECIAL RESOLUTION IN A MEETING OF SHAREHOLDERS 111
|2) NOT ALLOWED TO BE SPLIT BELOW KRW 100 IN CASE OF A SHARE
WITH PAR VALUE 111
[3) DISPOSAL OF FRACTIONAL SHARES 112
[41 PUBLIC NOTICE, NOTICE AND DELIVERY OF NEW SHARE
CERTIFICATES 112
IC) EFFECT 112
§6.06 REVERSE SHARE SPLIT 113
(AL IN GENERAL 113
|B1 PROCEDURE 113
|C| EFFECT 114
§6.07 RETIREMENT OF SHARES 115
|A| IN GENERAL 115
IB) IN PRINCIPLE: A RETIREMENT UNDER THE PROVISION ON REDUCTION
OF THE PAID-IN CAPITAL 115
(C] EXCEPTION. RETIREMENT OF TREASURY SHARES WHICH IS ALLOWED
SOLELY BY A RESOLUTION OF THE BOD WITHOUT THE SPECIAL
RESOLUTION OF A MEETING OF SHAREHOLDERS 115
(D) RE-ISSUANCE OF THE SHARES RETIRED 116
§6.08 PLEDGE ON THE SHARES 116
|A| IN GENERAL 116
(B| PLEDGE OF SHARES NOL REGISTERED IN A REGISTER OF SHAREHOLDERS
AND PLEDGE OF SHARES REGISTERED IN A REGISTER OF SHAREHOLDERS 116
[ 11 METHODS FOR PLEDGING 116
12) REQUIREMENTS BY WHICH A PLEDGE COMES INTO EFFECT 117
[3] DETAILED EFFECTS 118
[A] LIEN 118
[B] SUB-PLEDGE 118
[C] SUBROGATION OF PLEDGE 118
[DJ RIGHT TO PREFERENTIAL PAYMENT 120
§6.09 SECURITY ON SHARES BY USING A TYPE OF A TRANSFER 121
(A) IN GENERAL 121
(B| AUTHORITY OF A HOLDER OF SECURITY ON SHARES USING A TYPE OF A
TRANSFER 121
|C] ENFORCEMENT OF THE RIGHT OF SECURITY ON THE SHARES 122
XI
TABLE OF CONTENTS
CHAPTER 7
MEETING OF SHAREHOLDERS 123
§7.01 IN GENERAL 123
§7.02 PERSON HAVING A RIGHT TO CONVENE A MEETING OF SHAREHOLDERS 124
[A] PRINCIPLE: THE BOD 124
[B] EXCEPTION 1: CONVOCATION BY THE MINORITY SHAREHOLDERS 124
[1] IN GENERAL 124
[2) REQUIREMENTS AND PROCEDURES 124
[C] EXCEPTION 2: CONVOCATION BY AUDITORS OR AN AUDIT COMMITTEE 126
[D] EXCEPTION 3: CONVOCATION BY AN ORDER OF THE COURT 126
§7.03 TYPES OF A MEETING OF SHAREHOLDERS 127
§7.04 CONVOCATION OF A MEETING OF SHAREHOLDERS 127
[A] TIMING OF NOTICE FOR CONVOCATION OF A MEETING OF SHAREHOLDERS 127
[B] PERSONS TO WHOM A NOTICE OF CONVOCATION OF A MEETING OF
SHAREHOLDERS IS TO BE MADE 128
[C] METHOD OF NOTIFYING A CONVOCATION OF A MEETING OF SHAREHOLDERS 128
[D] MATTERS TO BE STATED IN THE NOTICE OF CONVOCATION OF A MEETING
OF SHAREHOLDERS 129
[1] PLACE AND DATE OF A MEETING OF SHAREHOLDERS 129
[2] AGENDA OF A MEETING OF SHAREHOLDERS 129
[A] IN PRINCIPLE 129
[B] EXCEPTION 130
[C] WHETHER OR NOT A RESOLUTION AFTER ALTERATION OF
DETAILS OF THE AGENDA IS ALLOWED 131
[DJ SHAREHOLDERS RIGHT TO MAKE A PROPOSAL 131
[E] REVOCATION, ALTERATION, CONTINUATION OR ADJOURNMENT 133
[F] WHETHER OR NOT A DEFECT OF THE PROCEDURE OF A MEETING OF
SHAREHOLDERS COULD BE CURED 134
§7.05 PROCEEDINGS IN A MEETING OF SHAREHOLDERS 135
[A] PRESIDENT 135
FB] ROLE OF AN INSPECTOR 136
FL] INSPECTOR WHO EXAMINES DOCUMENTS 136
[2] INSPECTOR TO REVIEW THE LEGALITY OF A MEETING OF
SHAREHOLDERS 136
§7.06 EXERCISE OF VOTING RIGHTS IN A MEETING OF SHAREHOLDERS 137
[A] PERSON WHO IS ENTITLED TO EXECUTE VOTING RIGHTS 137
[BL LEGAL NATURE OF THE EXERCISE OF VOTING RIGHTS 137
[C) RELATIONSHIP BETWEEN THE NUMBER OF SHARES AND THE NUMBER
OF VOTING RIGHTS 137
[1] IN PRINCIPLE: ONE SHARE, ONE VOTE 137
[2] EXCEPTION 138
[A] SHARES WHERE VOTING RIGHTS ARE PRECLUDED OR
LIMITED 138
[B] TREASURY SHARES 138
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[C| CROSS-OWNERSHIP BETWEEN CORPORATIONS WITH NO
RELATIONSHIP OF A PARENT-SUBSIDIARY CORPORATION 138
ID) PERSON HAVING SPECIAL INTEREST IN THE CORPORATION 138
(E| ELECTION OF AUDITORS AND MEMBERS OF AN AUDIT
COMMITTEE 140
(F| LIMITATION OF VOTING RIGHTS UNDER THE CAPITAL MARKET
ACT 141
[G] LIMITATION OF VOTING RIGHTS UNDER THE FAIR TRADE ACT 141
(HI LIMITATION OF VOTING RIGHTS UNDER THE BANKING ACT 142
|I| LIMITATION OF VOTING RIGHTS UNDER THE DEBTOR
REHABILITATION AND BANKRUPTCY ACT 142
|O| EXERCISE OF VOTING RIGHTS IN DISUNITY 142
11) IN GENERAL 142
|2| REQUIREMENTS 142
|3J PROCEDURE 143
(41 EFFECT 144
[M) EXERCISE OF VOTING RIGHTS BY A PROXY 144
[1] IN GENERAL 144
(2) QUALIFICATION OF A PROXY 144
|3J NUMBER OF PROXIES 145
(41 SCOPE OF A PROXY 146
[5] METHOD FOR EXERCISING A PROXY 146
(6] EFFECT OF AN EXERCISE BY A PROXY 147
(FJ INVITATION TO EXERCISE VOTING RIGHTS BY A PROXY 148
|1J IN GENERAL 148
(21 LEGAL NATURE 148
(3) REGULATIONS UNDER THE CAPITAL MARKET ACT 148
[G] AGREEMENT ON THE EXERCISE OF VOTING RIGHTS 149
[HI EXERCISE OF VOTING RIGHTS BY A WRITTEN DOCUMENT 149
(1) IN GENERAL 149
(21 REQUIREMENT 150
131 PROCEDURE 150
(4) EFFECT 150
[1) EXERCISE OF VOTING RIGHTS BY ELECTRONIC MEANS 151
[11 IN GENERAL 151
[2] REQUIREMENT AND PROCEDURE 151
13] EFFECT 152
[}] PROHIBITION OF GRANTING AN INTEREST ON THE EXERCISE OF
SHAREHOLDERS RIGHTS 152
(1| IN GENERAL 152
[2[ REQUIREMENT 153
(A] PERSON WHO GRANTS AN INTEREST 153
[B! PERSON AGAINST WHICH THE INTEREST IS GRANTED 153
[C] RELEVANCE TO THE EXERCISE OF SHAREHOLDERS RIGHTS 153
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[D] PECUNIARY INTEREST TO BE GRANTED 154
[3] PRESUMPTION OF THE EXERCISE OF SHAREHOLDERS RIGHTS IN
CASE OF GRANTING AN INTEREST TO A SHAREHOLDER 154
[4] EFFECT 154
[A] RETURN OF A PROFIT 154
[B] NO RELATION TO THE EFFECT OF THE EXERCISE OF
SHAREHOLDERS RIGHTS 155
[C] LIABILITY OF DIRECTORS 155
§7.07 RESOLUTION IN A MEETING OF SHAREHOLDERS 156
[A] IN GENERAL 156
[B] LEGAL NATURE OF A RESOLUTION 156
[C] REQUIREMENT OF A RESOLUTION 157
[1] COMMON RESOLUTION 157
[A] IN GENERAL 157
[B] WEIGHTING OR LOOSENING THE REQUIREMENTS OF THE
COMMON RESOLUTION BY THE AOI 157
[2] SPECIAL RESOLUTION 158
[A] IN GENERAL 158
[B] MATTERS TO BE RESOLVED BY THE SPECIAL RESOLUTION 158
[C] WEIGHTING OR LOOSENING OF THE REQUIREMENTS OF THE
SPECIAL RESOLUTION BY THE AOI 159
[D] TRANSFER OF THE WHOLE OR A SUBSTANTIAL PART OF THE
BUSINESS 159
[E] CONCLUSION, ALTERATION OR RESCISSION OF A CONTRACT
FOR LEASE OF THE WHOLE BUSINESS, ENTRUSTING THE
OPERATIONS THEREOF, OR FOR SHARING WITH ANOTHER
PERSON THE ENTIRE PROFITS AND LOSSES FROM THE
BUSINESS, OR OF ANY OTHER CONTRACT SIMILAR AS
THOSE MENTIONED ABOVE 162
[F] ACQUISITION OF THE WHOLE OR ANY PART OF BUSINESS OF
ANOTHER STOCK CORPORATION WHICH SIGNIFICANTLY
AFFECTS THE BUSINESS OF THE CORPORATION 163
[G] EXCEPTION TO THE SPECIAL RESOLUTION: SHORT-FORM
TRANSFER OR LEASE OF BUSINESS (§374-3) 164
[H] EX POST INCORPORATION 165
[I] APPRAISAL RIGHT OF DISSENTING SHAREHOLDERS 166
[3] RESOLUTION BY A UNANIMOUS CONSENT 171
[4] OTHERS 171
[D] METHOD OF RESOLUTION 171
[E] RESOLUTION BY A WRITTEN DOCUMENT 172
[F] CALCULATION OF THE NUMBER OF SHARES PRESENT AND THE TOTAL
NUMBER OF SHARES ISSUED AND OUTSTANDING 173
[1] IN GENERAL 173
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12] SHARES WHICH IS EXCLUDED FROM A TOTAL NUMBER OF SHARES
ISSUED AND OUTSTANDING 173
(31 SHARES EXCLUDED FROM THE NUMBER OF SHARES PRESENT AT A
MEETING OF SHAREHOLDERS 174
|G] MINUTES OF A MEETING OF SHAREHOLDERS 174
[1] PREPARATION, KEEPING AND INSPECTION 174
[2] EFFECT 175
[3| AUTHENTICATION BY A NOTARY PUBLIC 176
[H] TIMING WHEN A RESOLUTION OF A MEETING OF SHAREHOLDERS COMES
INTO EFFECT 176
§7.08 MEETING OF A CLASS OF SHAREHOLDERS 176
[A| IN GENERAL 176
|B| CASES OF A MEETING OF A CLASS OF SHAREHOLDERS WHERE ONLY A
CLASS OF SHAREHOLDERS PARTICIPATES IS TO BE CONVENED 177
11 J CERTAIN CLASS OF SHAREHOLDERS PREJUDICED BY AN
AMENDMENT TO THE AOI 177
[2] CLASS OF SHAREHOLDERS PREJUDICED WHERE A SPECIAL
CONDITION IS STATED ONLY IN A SPECIFIC CLASS OF SHARES
UNDER §344 (3) OF THE COMMERCIAL ACT 177
(3) CLASS OF SHAREHOLDERS PREJUDICED UPON A DIVISION OR
MERGER AFTER DIVISION OF THE CORPORATION, ALL-INCLUSIVE
EXCHANGE OR TRANSFER OF SHARES, OR MERGER OF THE
CORPORATION 178
[C] REQUIREMENT OF RESOLUTION 178
[D] DEFECTS OF A RESOLUTION IN THE MEETING OF A CLASS OF SHAREHOLDERS
178
[E] NO RESOLUTION OF THE MEETING OF A CLASS OF SHAREHOLDERS 178
§7.09 METHODS TO DISPUTE DEFECTS OF A RESOLUTION OF A MEETING OF
SHAREHOLDERS 179
[A) IN GENERAL 179
[B| SUIT FOR REVOCATION OF A RESOLUTION 179
[1] IN GENERAL 179
[2] NATURE OF THE SUIT 180
(3) MERITS OF THE SUIT 180
[A] DEFECTS OF THE PROCEDURE OF CONVOCATION 180
[B] DEFECTS OF THE METHOD OF A RESOLUTION 181
[C] WHERE THE CONTENT OF A RESOLUTION VIOLATES THE AOI 184
[4] ELIGIBILITY OF A PLAINTIFF 184
[5J ELIGIBILITY OF A DEFENDANT 185
[6) PERIOD WITHIN WHICH THE SUIT IS TO BE FILED 185
[CL SUIT TO VERIFY NULLIFICATION OF RESOLUTION 186
[1] IN GENERAL 186
[2] NATURE OF THE SUIT 186
[A] OPINION THAT THIS SUIT IS A SUIT UNDER WHICH A
CHANGE OF A LEGAL RELATIONSHIP COULD BE MADE 186
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[BJ OPINION THAT THIS SUIT IS A SUIT TO REQUEST
VERIFICATION 186
[3] MERITS OF THE SUIT 187
[4] ELIGIBILITY OF A PLAINTIFF OR A DEFENDANT 187
[5] PERIOD WITHIN WHICH THE SUIT IS TO BE FILED 188
[D] SUIT TO VERIFY NON-EXISTENCE OF RESOLUTION 188
[1] IN GENERAL 188
[2] NATURE OF THE SUIT 188
[3] MERITS OF THE SUIT 188
[4] PLAINTIFF OR DEFENDANT ELIGIBILITY 189
[A] SHAREHOLDERS AS PLAINTIFFS 189
[B] DIRECTORS AND AUDITORS AS PLAINTIFFS 190
[C] CREDITOR OF THE CORPORATION AS PLAINTIFF 191
[5] PERIOD WITHIN WHICH THE SUIT IS TO BE FILED 191
[E] SUIT FOR REVOCATION OR ALTERATION OF IMPROPER RESOLUTION OF A
MEETING OF SHAREHOLDERS 191
[1] IN GENERAL 191
[2] NATURE OF THE SUIT 192
[F] PROCEDURE 192
[1] EXCLUSIVE JURISDICTION, PUBLIC NOTICE, COMBINED HEARING
AND PRICE OF MERITS 192
[2] DUTY TO PROVIDE A SECURITY BY SHAREHOLDER PLAINTIFF 192
[G] EFFECT OF A JUDGMENT 193
[1] JUDGMENT WHERE A PLAINTIFF WINS 193
[2] JUDGMENT AGAINST A PLAINTIFF 194
[3] JUDGMENT OF DISMISSAL AT THE DISCRETION OF THE COURT 194
[4] COMPROMISE, ADMISSION OR CONCILIATION IS NOT ALLOWED
DURING A SUIT 195
[H] RELATIONSHIP TO THE SUIT TO NULLIFY ISSUANCE OF NEW SHARES
ASSERTING DEFECTS OF SUBSEQUENT ACTS 195
[IJ WHETHER THE SUITS TO ARGUE DEFECTS IN A RESOLUTION ARE IDENTICAL
OR NOT 196
[J] RATIFICATION OF A RESOLUTION HAVING DEFECTS 197
CHAPTER 8
DIRECTORS 199
§8.01 IN GENERAL 199
§8.02 TYPES 199
§8.03 ELECTION AND RETIREMENT 200
[A] QUALIFICATION 200
FL] IN GENERAL 200
[2] EXCEPTION 1: IN CASE OF AN OUTSIDE DIRECTOR 201
[3] EXCEPTION 2: IN CASE OF OUTSIDE DIRECTORS OF A LISTED
CORPORATION 201
XVI
TABLE OF CONTENTS
|B1 LIMITATION OF HOLDING MORE THAN ONE OFFICE CONCURRENTLY 202
[C] MINIMUM NUMBER OF DIRECTORS 203
(D| ELECTION 203
11J IN GENERAL 203
(2] CUMULATIVE VOTING 204
(A] IN GENERAL 204
|B] REQUIREMENTS 205
(E| TERM OF OFFICE 206
FFJ RETIREMENT 207
[11 IN GENERAL 207
|2] RESIGNATION 207
[31 DISMISSAL 208
(A | IN GENERAL 208
|B) PROCEDURE 208
[C| INDEMNIFICATION FOR DAMAGES 208
[D] RIGHT TO REQUEST A DISMISSAL OF DIRECTORS 210
14] VACANCY 210
[A] DIRECTOR WHO SHALL CONTINUE TO HOLD OFFICE UNTIL THE
VACANCY IS SUPPLEMENTED DESPITE RETIREMENT 210
[B] TEMPORARY DIRECTOR 211
|G1 REGISTRATION OF ELECTION AND RETIREMENT 212
§8.04 REMUNERATION 213
[A] IN GENERAL 213
[B] PURPOSE 213
[C] SCOPE OF REMUNERATION 214
|D) LIMITS OF REMUNERATION 214
(E| EFFECT OF ILLEGAL AGREEMENT OF REMUNERATION 215
§8.05 STOCK OPTION 216
[A] IN GENERAL 216
[B] PURPOSE 216
|C| TYPES OF EXERCISE 216
[ I J TYPE OF SUBSCRIPTION FOR NEW SHARES 216
[2] TYPE OF PURCHASING THE TREASURY SHARES 216
[3] TYPE OF ADJUSTING A BALANCE 217
[D] REQUIREMENT 217
[1] PROVISION OF THE AOI 217
[2) SPECIAL RESOLUTION OF A MEETING OF SHAREHOLDERS 218
[3] ELIGIBLE AND INELIGIBLE PERSON 219
[A] ELIGIBLE PERSON 219
[B] INELIGIBLE PERSON 220
[4] EXECUTION OF THE STOCK OPTION AGREEMENT 220
[5] LIMITATION ON THE TRANSFER OL THE STOCK OPTION 221
|E] PROCEDURE OF THE EXERCISE OF A STOCK OPTION 221
[1] REQUEST 221
XVII
TABLE OF CONTENTS
[2] DETERMINATION BY THE BOD 221
[3] PAYMENT OF SUBSCRIPTION PRICE 221
[F] EFFECT OF THE EXERCISE OF THE OPTION 222
[1] TIMING WHEN THE STOCK OPTION HOLDER SHALL BECOME A
SHAREHOLDER 222
[2 LIMITATION OF VOTING RIGHTS CAUSED BY AN EXERCISE OF A
STOCK OPTION DURING A PERIOD OF A CLOSURE OF A REGISTER
OF SHAREHOLDERS 222
[3] DIVIDEND OF PROFITS 222
[4] REGISTRATION OF CHANGES 222
[G] DEFECTS ON GRANTING A STOCK OPTION 22?
§8.06 DUTIES OF A DIRECTOR 223
[A] DUTY OF CARE AS A MANAGER IN GOOD FAITH 22I
[1] IN GENERAL 223
[2] BUSINESS JUDGMENT RULE 224
[A] ORIGIN 224
[B] STANCE IN THE COMMERCIAL ACT AGAINST THE BUSINESS
JUDGMENT RULE 224
[C] SCOPE 225
[B] DUTY TO ATTEND A MEETING OF THE BOD 226
[C] DUTY OF SURVEILLANCE 226
[1] IN GENERAL 226
[2] DUTY OF SURVEILLANCE OF A REPRESENTATIVE DIRECTOR 227
[3] DUTY OF SURVEILLANCE OF A DIRECTOR IN CHARGE OF A SPECIFIC
FIELD OF BUSINESS OF THE CORPORATION 227
[4] DUTY OF SURVEILLANCE OF AN ORDINARY DIRECTOR 228
[D] DUTY TO REPORT TO THE BOD 229
[E] DUTY TO REPORT TO AN AUDITOR OR THE AUDIT COMMITTEE 229
[F] DUTY OF CONFIDENTIALITY 229
[1] IN GENERAL 229
[2] SECRET 2? 0
[3] SCOPE 230
[4] EFFECT OF VIOLATION 230
[G] DUTY OF LOYALTY 230
§8.07 CONFLICT OF INTEREST BETWEEN A DIRECTOR AND THE CORPORATION 232
[A] PROHIBITION OF COMPETING WITH THE CORPORATION OR TAKING
OFFICES CONCURRENTLY 232
[ 1 ] IN GENERAL 232
[2] SUBJECT AGAINST WHICH THE PROHIBITION IS APPLIED 232
[A] COMPETITION WITH THE CORPORATION 232
[B] TAKING OFFICES CONCURRENTLY 233
[3] APPROVAL OF THE BOD 234
[4] EFFECT OF VIOLATION 234
XVM
TABLE OF CONTENTS
[A] WHETHER OR NOT A TRANSACTION IN VIOLATION OF THE
PROHIBITION OF COMPETING WITH THE CORPORATION OR
TAKING OFFICES CONCURRENTLY WOULD BE EFFECTIVE 234
[B] RIGHT TO INTERVENE 235
[C] LIABILITY OF INDEMNIFICATION FOR DAMAGES 236
[5] IMPROPER APPROVAL OF COMPETING WITH THE CORPORATION OR
TAKING OFFICES CONCURRENTLY 236
[B] PROHIBITION OF A USURPATION OF CORPORATE OPPORTUNITY 236
[1] IN GENERAL 236
[2] SUBJECT AGAINST WHICH PROHIBITION IS TO APPLY 237
[3] APPROVAL OF THE BOD 238
(4) EFFECT OF VIOLATION 239
[A] EFFECTIVENESS OF THE TRANSACTION IN VIOLATION OF THE
PROHIBITION 239
[B] LIABILITY OF INDEMNIFICATION FOR DAMAGES 239
[C] PROHIBITION OF SELF-DEALING 240
[1] IN GENERAL 240
[2] PERSON WHO SHALL NOT DO A PROHIBITED ACT 241
[3] SCOPE 242
[4] APPROVAL OF THE BOD 244
[A] DUTY TO DISCLOSE AND FAIRNESS REQUIREMENTS 244
[B] REQUIREMENT OF RESOLUTION AND TIMING OF APPROVAL 245
[C] WHETHER A SUBSTITUTION OF AN APPROVAL OF THE BOD
IS ALLOWED OR NOT 245
[D] METHODS BY WHICH APPROVAL IS MADE 246
[E] APPROVAL OF THE BOD IS ONE THING AND LIABILITY OF A
DIRECTOR IS ANOTHER 246
[5] EFFECT OF A TRANSACTION IN VIOLATION 246
[6] SPECIAL PROVISIONS TO BE APPLIED TO A LISTED CORPORATION 247
§8.08 LIABILITY OF DIRECTORS ON INDEMNIFICATION FOR DAMAGES 248
(A] IN GENERAL 248
[B] LIABILITY OF A DIRECTOR ON INDEMNIFICATION FOR DAMAGES AGAINST
THE CORPORATION 249
[1] IN GENERAL 249
[2] REQUIREMENT 249
[A] VIOLATION OF ANY ACT AND SUBORDINATED STATUTES AND
THE AOI 249
[B] IN CASE OF NEGLECTING DUTIES OF DIRECTORS 250
[C] INTENTION AND NEGLIGENCE 251
[3] NATURE OF THE LIABILITY 251
[41 DETAILS OF LIABILITY 252
[A] EXPANSION OF LIABILITY 252
[BJ SCOPE OF DAMAGES 253
[5] EXEMPTION OF LIABILITY 254
XIX
TABLE OF CONTENTS
[C]
[6]
[7]
[A] IN GENERAL
[B] COMPETITION WITH A LIABILITY OF TORT
LIMITATION OF LIABILITY
[A] IN GENERAL
[B] DETAILS
EXTINCTIVE PRESCRIPTION OF LIABILITY
LIABILITY OF DIRECTORS ON INDEMNIFICATION FOR DAMAGES AGAINST
ANY
[1]
[2]
[3]
[4]
[5]
[6]
[7]
[8]
[9]
[10]
THIRD PARTY
IN GENERAL
EFFECT
LEGAL NATURE
INTENT OR A GROSS NEGLIGENCE
SCOPE OF DAMAGE
SCOPE OF THE THIRD PARTY
OBLIGOR TO INDEMNIFY FOR DAMAGE
RELATION TO THE LIABILITY OF THE CORPORATION
COMPETITION WITH A TORT LIABILITY
EXTINCTIVE PRESCRIPTION
LIABILITY OF THE DEEMED DIRECTOR
[1]
[2]
[31
IN GENERAL
PURPOSE
TVNPS NF THP DPPMPRL DIRECTOR
254
255
256
256
256
257
257
257
258
258
258
259
260
260
261
261
261
261
261
262
262
[D]
[A] PERSON WHO INSTRUCTS A DIRECTOR TO CONDUCT
BUSINESS BY USING THEIR INFLUENCE OVER THE
CORPORATION ( PERSON WHO INSTRUCTED TO CONDUCT
BUSINESS ) 262
[B] A PERSON WHO CONDUCTS BUSINESS IN PERSON IN THE
NAME OF A DIRECTOR ( EXECUTOR WITHOUT AUTHORITY ) 264
[C] USE OF TITLE WHICH MAY GIVE THE IMPRESSION THAT A
PERSON IS AUTHORIZED TO CONDUCT THE BUSINESS OF THE
CORPORATION ( APPARENT DIRECTOR ) 264
[E] OTHERS: THE LIABILITY OF SECURITY FOR SUBSCRIPTION BY DIRECTORS 265
§8.09 PROVISION TO MAKE DIRECTORS LIABLE EX ANTE OR EX POST 265
[A] IN GENERAL 265
[B] RIGHT TO REQUEST AN INJUNCTION OF ILLEGAL ACTIONS COMMITTED BY
DIRECTORS (§402) 266
[1] IN GENERAL 266
[2] REQUIREMENTS 266
[A] ACT IN CONTRAVENTION OF ANY ACT OR SUBORDINATE
STATUTE OR THE AOI 266
[B] IT IS LIKELY TO CAUSE IRREPARABLE DAMAGE TO THE
CORPORATION 267
[C] PERSON WHO HAS THE RIGHT AND PERSON AGAINST
WHOM THE RIGHT IS EXERCISED 267
XX
[C]
[D]
CHAPTER 9
[3]
[41
TABLE OF
PROCEDURE
EFFECT OF THE EXERCISE OF THE RIGHT TO INJUNCTION
DERIVATIVE SUIT
[U
[2]
[31
[41
151
[6]
IN GENERAL
PURPOSE
LEGAL NATURE
PARTIES
[A] PLAINTIFF
[B] DEFENDANT
PROCEDURE OF A DERIVATIVE SUIT
[A] DEMAND OF FILING A SUIT
[B] JURISDICTION
[C) NOTICE OF THE SUIT AND PARTICIPATION IN THE SUIT
[D] PROVISION OF SECURITY BY A MINORITY SHAREHOLDER
[E] PROHIBITION OF A VOLUNTARY DISMISSAL
[FJ RIGHTS AND OBLIGATIONS OF MINORITY SHAREHOLDERS
WHO FILE A DERIVATIVE SUIT
RETRIAL
PROVISIONAL INJUNCTION ON THE EXECUTION OF OFFICE AND
APPOINTMENT OF THE ACTING PERSON
FL]
[2]
[3]
BOARD OF DIRECTORS
§9.01 IN GENERAL
IN GENERAL
PROVISIONAL INJUNCTION ON THE EXECUTION OF OFFICE
[A] IN GENERAL
[B] REQUIREMENTS
[C] PARTIES
[D] PROCEDURE OF A PROVISIONAL INJUNCTION
[E] REGISTRATION
[FL EFFECT
PROVISIONAL INJUNCTION ON AN APPOINTMENT OF THE ACTING
PERSON
(AJ IN GENERAL
(B) EFFECT OF APPOINTMENT
[C] AUTHORITY
[D] THIRD PARTY IN GOOD FAITH
[E] LIABILITY OF INDEMNITY FOR DAMAGES
§9.02 CONVOCATION
(A)
[B]
PERSON WHO HAS THE RIGHT TO CONVENE
PROCEDURE OF CONVOCATION
[1]
[21
IN PRINCIPLE
EFFECT OF A DEFECT OF THE NOTICE OF CONVOCATION
CONTENTS
267
268
268
268
269
269
269
269
271
271
271
273
273
274
274
275
275
276
276
276
276
276
278
278
278
279
279
279
280
281
282
282
283
283
285
285
286
286
287
XXI
TABLE OF CONTENTS
[C]
[D]
[E]
[F]
[G]
CHAPTER 10
TIMING AND PLACE
RESOLUTION
[1] IN GENERAL
[2] NUMBER OF VOTING RIGHTS OF A DIRECTOR
[3] LIMITATION OF VOTING RIGHTS
[4] EXERCISE OF A VOTING RIGHT BY A DIRECTOR IN PERSON
MINUTES OF A MEETING OF THE BOD
[1] IN GENERAL
[2] MATTERS TO BE PRESCRIBED
[3] RIGHT TO REQUEST AN INSPECTION AND COPY IN PRINCIPLE
DEFECTS ON A RESOLUTION OF A MEETING OF THE BOD
[1] IN GENERAL
[2] EFFECT OF AN ACT FOLLOWING A RESOLUTION OF A MEETING OF THE
BOD HAVING DEFECTS
COMMITTEE IN THE BOD
[1] IN GENERAL
[2] AUTHORITY
[3] ORGANIZATION
[4] CONVOCATION OF THE COMMITTEE
[5] METHOD AND EFFECT OF A RESOLUTION OF THE COMMITTEE
[6] RIGHT TO SUPERVISE ON THE COMMITTEE IN THE BOD
REPRESENTATIVE DIRECTOR
§10.01 IN GENERAL
§10.02 ELECTION
§10.03 RETIREMENT
§10.04 VACANCY OF A REPRESENTATIVE DIRECTOR
§10.05 AUTHORITY OF A REPRESENTATIVE DIRECTOR
[A]
[B]
[C]
IN GENERAL
RIGHT TO EXECUTE AN OFFICE
RIGHT TO REPRESENT
[1] SCOPE
[2] LIMITATION OF A REPRESENTATIVE DIRECTOR
[A] IN GENERAL
[B] LIMITATION UNDER THE COMMERCIAL ACT
[C] INTERNAL LIMITATION OF THE CORPORATION
[3] MISUSE OF A RIGHT TO REPRESENT
[A] IN GENERAL
[B] EFFECT
§10.06 JOINT REPRESENTATIVE DIRECTOR
[A]
[B]
[C]
IN GENERAL
LEGAL NATURE
APPOINTMENT
287
288
288
290
290
290
291
291
291
291
292
292
293
295
295
296
296
296
296
297
299
299
299
300
301
302
302
302
303
303
304
304
304
305
305
305
306
306
306
307
307
XXII
TABLE OF CONTENTS
[DJ SCOPE 308
[ 1 ] ONLY APPLICABLE IN CASE OF AN ACTIVE REPRESENTATION 308
[2] WHETHER OR NOT A MANDATE COULD BE ALLOWED 308
(3] NOT APPLICABLE TO AN ILLEGAL ACT 309
[4] RATIFICATION IS ALLOWED 309
[EJ PROTECTION OF A THIRD PARTY WITH RESPECT TO A SOLE ACT TO
REPRESENT OF A JOINT REPRESENTATIVE DIRECTOR 309
§10.07 ILLEGAL ACT OF A REPRESENTATIVE DIRECTOR 310
§10.08 APPARENT REPRESENTATIVE DIRECTOR 311
(A] IN GENERAL 311
|B| REQUIREMENT 312
[ 1 ] FORMATION OF TITLES THAT CAN BE UNDERSTOOD AS HAVING
AUTHORITY TO REPRESENT THE CORPORATION 312
[2] GROUNDS ON WHICH THE CORPORATION SHALL BE LIABLE 313
[3] EXISTENCE OF AN ACT OF REPRESENTATION OF THE APPARENT
REPRESENTATIVE DIRECTOR 314
[41 THIRD PARTY SHALL BE IN GOOD FAITH 315
[C] JOINT REPRESENTATIVE DIRECTOR AND THE APPARENT REPRESENTATIVE
DIRECTOR 317
CHAPTKR 11
OFFICERS 319
§11.01 IN GENERAL 319
§11.02 PURPOSE OF INTRODUCTION 319
§11.03 FOREIGN LEGISLATION 319
§11.04 APPOINTMENT 320
[A] IN GENERAL 320
[B] NUMBER 320
|C| TERM 321
[D] REGISTRATION 321
§11.05 AUTHORITY 321
[A] RIGHT TO EXECUTE BUSINESSES AND A RIGHT TO DETERMINE AN
INTENTION 321
[B| RIGHT TO REPRESENT 322
[C] RIGHT TO REQUEST THE CONVOCATION OF A MEETING OF THE BOD 322
§11.06 DUTIES 322
[A] DUTY OF CARE AS A MANAGER IN GOOD FAITH 322
[B] DUTY OF SUPERVISION 322
[CJ DUTY TO REPORT AGAINST THE BOD 323
[D] OTHER DUTIES 323
§11.07 BOD S RIGHT OF SUPERVISION AGAINST THE OFFICERS 323
[A] IN GENERAL 323
[BJ BOD S RIGHT TO DETERMINE ON INTER-RELATIONSHIP AMONG OFFICERS 323
[C] BOD S RIGHT TO DETERMINE THE REMUNERATION OF OFFICERS 323
XXIU
TABLE OF CONTENTS
[D] DIRECTORS RIGHT TO REQUEST A REPORT 324
§11.08 AUDITORS RIGHT TO AUDIT AND REQUEST AN INJUNCTION AGAINST
OFFICERS 324
[A] RIGHT TO AUDIT 324
[B] RIGHT TO INJUNCTION AGAINST THE ILLEGAL ACTIONS COMMITTED BY
OFFICERS 324
§11.09 LIABILITY OF INDEMNIFICATION 324
[A] LIABILITY AGAINST THE CORPORATION OR A THIRD PARTY AND
EXEMPTION THEREOF 324
[B] LIABILITY OF THE DEEMED OFFICER 325
[C] DERIVATIVE SUIT 325
CHAPTER 12
AUDITORS 327
§12.01 IN GENERAL 327
§12.02 CLARIFICATION OF DUTIES OF AN AUDIT 327
§12.03 AUDIT 328
[A] ELECTION 328
[1] INSTITUTION BY WHICH THE AUDITOR IS ELECTED AND METHOD
THEREOF 328
[2] LIMITATION OF VOTING RIGHTS 329
[3] MATTERS TO BE STATED IN THE NOTICE OF CONVOCATION OF A
MEETING OF SHAREHOLDERS FOR ELECTING AUDITORS 330
[4] EFFECT OF ELECTION 330
[5] REGISTRATION 330
[B] QUALIFICATION 330
[C] MINIMUM NUMBER 331
[D] TERM 331
[E] RETIREMENT 331
[F] RELATIONSHIP BETWEEN AUDITORS AND THE CORPORATION 332
[G] LIMITATION OF HOLDING OFFICES CONCURRENTLY 332
[H] AUTHORITY OF AN AUDITOR 333
[1] RIGHT TO AUDIT THE BUSINESS OF THE CORPORATION 333
[2] RIGHT TO AUDIT AGAINST THE SUBSIDIARY 333
[3] RIGHTS TO ATTEND THE BOD AND STATE AN OPINION THEREIN 334
[4] RIGHT TO DEMAND A CONVOCATION OF A MEETING OF THE BOD 334
[5] RIGHT TO DEMAND THE CONVOCATION OF A SPECIAL MEETING
OF SHAREHOLDERS BY A MINORITY SHAREHOLDER 335
[6] RIGHT TO STATE OPINIONS ON THE DISMISSAL OF AUDITORS AT A
MEETING OF SHAREHOLDERS 335
[7] RIGHT TO REPRESENT THE CORPORATION IN A SUIT BETWEEN
THE CORPORATION AND DIRECTORS 335
[8] RIGHT TO SUE 336
[I] DUTY OF AUDITORS 336
[1] DUTY TO REPORT TO THE BOD 336
XXJV
TABLE OF CONTENTS
[2] DUTY TO EXAMINE AND REPORT ON THE AGENDA OF A
MEETING OF SHAREHOLDERS 337
[31 DUTY TO PREPARE AN AUDIT RECORD 337
|4) DUTY TO WRITE ITS NAME AND AFFIX SEAL OR SIGN BOD
MINUTES 337
[5| DUTY TO PREPARE AND SUBMIT AN AUDIT REPORT 337
[6] DUTY NOT TO DISCLOSE 337
[7 DUTY TO ATTEND A MEETING OF THE BOD 337
[J| LIABILITY OF AUDITORS 338
|K] MUTATIS MUTANDIS APPLICATION OF OTHER PROVISIONS RELATED TO
DIRECTORS (§415) 339
§12.04 AUDIT COMMITTEE 339
|A] IN GENERAL 339
|B) PURPOSE OF INTRODUCTION AND CRITICISM THERETO 339
(C| ESTABLISHMENT OF THE AUDIT COMMITTEE 340
|D| QUALIFICATION OF A MEMBER OF THE AUDIT COMMITTEE 340
[E| ELECTION AND DISMISSAL OF A MEMBER OF THE AUDIT COMMITTEE 340
|F) TERM OF A MEMBER OF THE AUDIT COMMITTEE 344
[G] OPERATION OF THE AUDIT COMMITTEE 344
(HJ AUTHORITY, DUTY AND LIABILITY OF THE AUDIT COMMITTEE 344
[I] OTHER MUTATIS MUTANDIS APPLICATION AGAINST THE AUDIT
COMMITTEE 345
§12.05 INSPECTOR 345
[A] IN GENERAL 345
[B] AUTHORITY 346
[ 11 CASE OF AN INSPECTOR APPOINTED BY A MEETING OF
SHAREHOLDERS 346
[A) INVESTIGATION OF BUSINESS AND CONDITION OF ASSETS
OF THE CORPORATION 346
[BJ EXAMINATION OF DOCUMENTS SUBMITTED BY THE
DIRECTORS AND AUDITORS REPORTS 346
[2] THE CASE WHERE AN INSPECTOR IS APPOINTED BY A COURT 346
[A] INVESTIGATION OF IMPLEMENTATION OF THE MATTERS ON
ABNORMAL INCORPORATION AND THE INVESTMENT IN KIND
AT THE ESTABLISHMENT OF THE CORPORATION 346
[BJ AT ISSUANCE OF WATERED NEW SHARES 347
[C] INVESTIGATION OF THE INVESTMENT IN KIND AT THE
ISSUANCE OF NEW SHARES 347
[D] INVESTIGATION OF AFFAIRS AND THE STATUS OF ASSETS OF
THE CORPORATION 347
[E[ EXAMINATION OF THE LEGALITY OF PROCEDURES FOR
CONVENING A MEETING OF SHAREHOLDERS OR METHODS
OF RESOLUTION 347
[C] LIABILITY OF AN INSPECTOR 347
XXV
TABLE OF CONTENTS ^__
§12.06 COMPLIANCE WITH LAWS 348
[A] IN GENERAL 348
[B] COMPLIANCE GUIDELINES 349
[C] COMPLIANCE SUPPORTER 349
[1] RELATIONSHIP TO THE CORPORATION 349
[2] QUALIFICATION 349
[3] APP
NTMENT
*$Q
[4] RETIREMENT 350
[5] OFFICES 350
[6] DUTIES 351
CHAPTER 13
SMALL-SCALE CORPORATION 353
§13.01 IN GENERAL
3W
§13.02 REDUCED MINIMUM NUMBER OF DIRECTORS 353
§13.03 REPRESENTATIVE DIRECTOR 353
§13.04 NON-EXISTENCE OF THE BOD 353
[A] WHERE MEETING OF SHAREHOLDERS IS IN CHARGE 354
[B] WHERE A REPRESENTATIVE DIRECTOR IS IN CHARGE 355
[C] PROVISIONS NOT APPLICABLE 355
§13.05 ESTABLISHMENT OF AUDITORS IS OPTIONAL 356
CHAPTER 14
ISSUANCE OF NEW SHARES 357
§14.01 IN GENERAL 357
§14.02 INSTITUTION TO DETERMINE MATTERS ON THE ISSUANCE OF NEW SHARES
357
§14.03 MATTERS ON ISSUANCE OF NEW SHARES TO BE DETERMINED BY THE BOD 358
[A] CLASSES AND NUMBER OF NEW SHARES (SUBPARAGRAPH 1 OF §416) 358
[B] PRICE OF ISSUANCE OF NEW SHARES AND THE DATE SET FOR THE
PAYMENT THEREOF (SUBPARAGRAPH 2 OF §416) 358
[1] IN GENERAL 358
[2] ISSUANCE OF WATERED NEW SHARES 359
[A] IN GENERAL 359
[B] REQUIREMENTS 359
[C] PUBLIC NOTICE FOR INVESTORS AND CREDITORS OF THE
CORPORATION 360
[C] AMOUNT TO BE APPROPRIATED IN THE PAID-IN CAPITAL OUT OF THE
TOTAL AMOUNT OF PRICE OF ISSUANCE OF NEW SHARES IN CASE OF
SHARES WITHOUT PAR VALUE (SUBPARAGRAPH 2-2 OF §416) 360
[D] METHOD OF SUBSCRIBING FOR NEW SHARES (SUBPARAGRAPH 3 OF
§416) 361
IE] NAME OF A PERSON WHO IS TO MAKE THE INVESTMENT IN KIND AND
THE CLASS, QUANTITY, AND VALUE OF SUCH PROPERTY, AND THE CLASS
AND NUMBER OF SHARES TO BE GIVEN THEREFOR (SUBPARAGRAPH 4 OF
§416) 361
XXVI
TABLE OF CONTENTS
IF] MATTERS RELATED TO TRANSFERABILITY OF THE SHAREHOLDER S
PREEMPTIVE RIGHT ON NEW SHARES (SUBPARAGRAPH 5 OF §416) 361
|G1 INTENT TO THE EFFECT THAT A CERTIFICATE FOR PREEMPTIVE RIGHT ON
NEW SHARES IS TO BE ISSUED ONLY UPON REQUEST OF THE
SHAREHOLDER AND THE PERIOD WITHIN WHICH SUCH REQUEST MAY
BE MADE (SUBPARAGRAPH 6 OF §416) 362
§14.04 PREEMPTIVE RIGHT 362
|A1 IN GENERAL 362
|B] FUNCTION AND TASK 363
[C| IN PRINCIPLE: PREEMPTIVE RIGHT OF EXISTING SHAREHOLDERS 363
[1| IN GENERAL 363
(2) CERTIFICATE OF PREEMPTIVE RIGHT 364
[.)) IN GENERAL 364
|H) MATTERS TO BE DESCRIBED 364
[CL EFFECT 364
|D| ELECTRONIC REGISTRATION 365
|3| TRANSFER OF THE CONCRETE PREEMPTIVE RIGHT OF A SHAREHOLDER 365
(AJ IN GENERAL 365
IB] REQUIREMENTS 365
[D] EXCEPTION: PREEMPTIVE RIGHT OF ANY THIRD PARTY 366
111 IN GENERAL 366
[21 TIMING OF ACQUISITION OF THE PREEMPTIVE RIGHT OF A THIRD
PARTY 367
[3] WHETHER THE ALLOTMENT OF NEW SHARES TO A THIRD PARTY
COULD BE ALLOWED EVEN BY THE SPECIAL RESOLUTION AT A
MEETING OF SHAREHOLDERS 367
[4] INVESTMENT IN KIND AND PREEMPTIVE RIGHT 368
|5J WHETHER A TRANSFER OF THE PREEMPTIVE RIGHTS BY A THIRD
PARTY SHALL BE ALLOWED 368
IE] EQUAL TREATMENT OF SHARES AND A PREEMPTIVE RIGHT 369
|F] TREASURY SHARES AND PREEMPTIVE RIGHTS 369
[GL INFRINGEMENT OF THE PREEMPTIVE RIGHTS 369
§14.05 PROCEDURE OF THE ISSUANCE OF NEW SHARES 370
[A] PUBLIC NOTICE OF THE DATE UPON WHEN THE RECEIVER OF THE NEW
SHARES IS DETERMINED 370
[1] IN GENERAL 370
[2] SHARES WHERE AN OPPORTUNITY OF THE ENTRY OF A CHANGE IN
HOLDERS WAS FORFEITED 371
IB] PEREMPTORY NOTICE TO HOLDERS OF PREEMPTIVE RIGHTS 371
|C] NOTICE OR PUBLIC NOTICE TO SHAREHOLDERS IN CASE OF ALLOTMENT TO
A THIRD PARTY 372
[D] OFFER OF SUBSCRIPTION FOR NEW SHARES 373
[E] ALLOTMENT 373
IF] PAYMENT OF SUBSCRIPTION PRICE OF NEW SHARES 373
XXVII
TABLE OF CONTENTS
[1] IN GENERAL
37I
[2] SHARES WHICH THE RIGHT TO SUBSCRIBE FOR IS TO BE FORFEITED 374
[3] INSPECTION OF THE INVESTMENT IN KIND 375
[A] IN PRINCIPLE 375
[B] EXEMPTION 375
[G] REGISTRATION 376
[H] TIMING WHEN NEW SHARES COME INTO EFFECT 376
[I] LIABILITY OF SECURITY FOR SUBSCRIPTION BY DIRECTORS ^77
§14.06 RIGHT TO REQUEST AN INJUNCTION OF ISSUANCE OF NEW SHARES 378
[A] IN GENERAL 378
[B] COMPARISON OF THE RIGHT TO REQUEST AN INJUNCTION OF ILLEGAL
ACTIONS COMMITTED BY DIRECTORS AND THE RIGHT TO REQUEST AN
INJUNCTION OF ISSUANCE OF NEW SHARES 378
[C] REQUIREMENTS 378
[1] ISSUANCE OF NEW SHARES IN VIOLATION OF ANY ACT OR
SUBORDINATE STATUTE OR THE AOI 378
[2] ISSUANCE OF NEW SHARES WHICH IS SUBSTANTIALLY UNFAIR 379
[3] ISSUANCE OF NEW SHARES WHERE SHAREHOLDERS ARE LIKELY TO
SUFFER DISADVANTAGES TREATMENT 379
[4] PROCEDURE 379
[5] EFFECT OF A REQUEST FOR INJUNCTION OF ISSUANCE OF NEW
SHARES 380
§14.07 LIABILITY OF A PERSON WHO HAS SUBSCRIBED FOR SHARES AT
SUBSTANTIALLY
UNFAIR PRICES 381
[A] IN GENERAL 381
[B] REQUIREMENTS 381
[1] CONSPIRACY BETWEEN DIRECTORS AND A HOLDER OF PREEMPTIVE
RIGHT 381
[2] ISSUING PRICE WHICH IS SUBSTANTIALLY UNFAIR 382
[A] ISSUING PRICE 382
[B] SUBSTANTIALLY UNFAIR 382
[C] SCOPE: WHETHER EVEN THE ALLOTMENT TO SHAREHOLDERS COULD BE
APPLIED 382
[D] LIABILITY 383
[1] DETAILS 383
[2] CHARACTERISTICS 383
[3] CHARGING THROUGH A DERIVATIVE SUIT 383
[4] RELATIONSHIP BETWEEN THIS PROVISION AND THE REQUEST
FOR INDEMNIFICATION OF DAMAGES INCURRED BY THE
CORPORATION OR ANY THIRD PARTY AGAINST DIRECTORS 384
§14.08 SUIT FOR NULLIFICATION OF ISSUANCE OF NEW SHARES 384
[A] IN GENERAL 384
[B] DIFFERENTIATION WITH OTHER METHODS TO RAISE APPEAL ON THE
ISSUANCE OF NEW SHARES 384
XXVIII
TABLE OF CONTENTS
[ 11 NON-EXISTENCE OF ISSUANCE OF NEW SHARES 384
[21 NULLIFICATION OR REVOCATION OF AN INDIVIDUAL ACT ON THE
SUBSCRIPTION OF NEW SHARES 385
|A) L/I GENERAL 385
|B) LIMITATION ON ASSERTION 385
|C] GROUNDS OF NULLIFICATION 385
111 CRITERIA OF JUDGMENT 385
|2| CONCRETE STANDARDS TO BE APPLIED 386
|I| VIOLATION OF THE PRINCIPLE THAT THE PAID-IN CAPITAL
OF THE CORPORATION SHALL NOT BE LEAKED OUT OF THE
CORPORATION WITHOUT A REASONABLE CAUSE 386
|B] VIOLATION OF THE AUTHORIZED CAPITAL SHARES 386
(CJ VIOLATION OF PREEMPTIVE RIGHTS 386
|D) OTHER MATERIAL VIOLATION OF THE ACT, SUBORDINATED
STATUTES OR THE AOI 387
|E] ISSUANCE BY A METHOD WHICH IS SUBSTANTIALLY UNFAIR 388
[H| PARTIES 389
[F.| PERIOD WITHIN WHICH A SUIT IS TO BE FILED 389
|FJ PROCEDURE OF THE SUIT 390
[G] EFFECT OF JUDGMENT OF NULLIFICATION 390
111 EFFECT OF JUDGMENT AGAINST ANY PERSON WHO IS NOT A PARTY
TO THE SUIT 390
[2] NON-RETROACTIVE EFFECTS OF JUDGMENT 390
|3) RECOVERY OF SHARE CERTIFICATES 391
(4] REFUND OF AMOUNT OF SUBSCRIPTION PRICE OF SHARES
NULLIFIED 391
[H| RELATIONSHIP BETWEEN A FINAL AND CONCLUSIVE JUDGMENT BY
WHICH A NULLIFICATION IS RENDERED AND A CAPITAL 392
II) RELATIONSHIP WITH OTHER SUITS 392
|J| RECTIFICATION OF THE REGISTRATION OF ALTERATION 393
1K J MUTATIS MUTANDIS APPLICATION TO A SPECIAL ISSUANCE OF NEW
SHARES 393
CHAPTKR 15
AMENDMENT TO THE AOI 395
§15.01 NECESSITY 395
§15.02 DEFINITION 395
§15.03 FREEDOM AND LIMITATION OF AMENDMENT TO THE AOI 395
§15.04 PROCEDURE 396
§15.05 EFFECT 396
CHAPTER 16
REDUCTION OF THE PAID-IN CAPITAL 399
§16.01 IN GENERAL 399
XXIX
TABLE OF CONTENTS
§16.02 METHODS
3
[A] CASE OF SHARES WITH PAR VALUE 400
[1] REDUCTION OF PAR VALUE 400
[2] REDUCTION OF THE NUMBER OF SHARES 400
[AJ REVERSE SHARE SPLIT 400
[B] RETIREMENT OF SHARES 400
[B] CASE OF SHARES WITHOUT PAR VALUE 401
§16.03 PROCEDURE 401
[A] SPECIAL RESOLUTION OF A MEETING OF SHAREHOLDERS 401
[B] PROCEDURE FOR THE PROTECTION OF CREDITORS 402
[1] IN GENERAL 402
[2] PUBLIC NOTICE AND PEREMPTORY NOTICE 402
[C] PROCEDURE ON A REVERSE SHARE SPLIT 402
[1] PUBLIC NOTICE AND NOTICE 402
[2] WHEN A REVERSE SHARE SPLIT SHALL BE EFFECTIVE 403
[3] DELIVERY OF NEW SHARE CERTIFICATES 403
[4] DISPOSITION OF FRACTIONAL SHARES 404
[D] PROCEDURE ON A RETIREMENT OF SHARES AND REDUCTION OF A PAR
VALUE 404
§16.04 EFFECT 404
§16.05 REGISTRATION 405
§16.06 SUIT TO NULLIFY A REDUCTION OF CAPITAL 405
[A] IN GENERAL 405
[B] GROUNDS OF NULLIFICATION 405
[C] PARTIES IN A SUIT 405
[D] PERIOD WITHIN WHICH A SUIT IS TO BE FILED 406
[E] EFFECT OF A JUDGMENT IN WHICH A NULLIFICATION OF REDUCTION OF
CAPITAL IS RENDERED 406
[F] REGISTRATION 407
[G] JURISDICTION 407
CHAPTER 17
ACCOUNTING OF A CORPORATION 409
§17.01 IN GENERAL 409
§17.02 FINANCIAL STATEMENTS 410
[A] IN GENERAL 410
[B] BALANCE SHEET 410
[C] PROFIT AND LOSS STATEMENT 410
[D] OTHER FINANCIAL STATEMENTS 411
[1] STATEMENT OF CHANGES IN EQUITY 411
[2] STATEMENT OF RETAINED EARNINGS (OR A STATEMENT OF
DISPOSITION OF DEFICIT) 411
[E] STATEMENT OF CASH FLOW 411
[F] FOOTNOTES 41
XXX
§17.03
§17.04
CHAPTER
TABLE OF CONTENTS
|G1 CONSOLIDATED FINANCIAL STATEMENTS
|H| SUPPLEMENTARY STATEMENTS
BUSINESS REPORT
PROCEDURE ON THE APPROVAL OF THE FINANCIAL STATEMENTS
|A| PREPARATION OF THE FINANCIAL STATEMENTS
[B| AUDITORS
[ 1) AUDIT BY AUDITORS
[2| AUDIT BY THE EXTERNAL AUDITORS
|C) KEEPING, DISCLOSURE AND A PUBLIC NOTICE OF THE FINANCIAL
STATEMENTS
ID) APPROVAL OF THE FINANCIAL STATEMENTS
111 IN PRINCIPLE: APPROVAL OF A MEETING OF SHAREHOLDERS
|2J EXCEPTION: APPROVAL BY THE BOD
|3J KFFECI OF THE APPROVAL OF THE FINANCIAL STATEMENTS
|A| FINAL DETERMINATION OF THE FINANCIAL STATEMENTS
|B) OCCURRENCE OF A RIGHT TO DEMAND DIVIDEND OF
PROFITS
|CJ PUBLIC NOTICE OF THE BALANCE SHEET
|D] EXONERATION FROM LIABILITY OF DIRECTORS AND AUDITORS
18
RESERVES
§18.01
§18.02
§18.03
§18.04
§18.05
518.06
IN GENERAL
CHARACTERISTICS
TYPES
EARNED SURPLUS RESERVE
CAPITAL RESERVE
FAJ IN GENERAL
IB] COMPOSITION OF THE CAPITAL SURPLUS
11 ] AMOUNT EXCEEDING A PAR VALUE AT THE ISSUANCE OF SHARES
[2| PROFIT ACCRUED FROM A DISPOSITION OF TREASURY SHARES
[31 CAIN ACCRUED FROM A REDUCTION OF PAID-IN CAPITAL
|4] GAIN ACCRUED FROM A MERGER
|51 GAIN ACCRAED FROM A DIVISION
|6| GAIN ACCRUED FROM THE ALL-INCLUSIVE EXCHANGE OF
SHARES AND ALL-INCLUSIVE TRANSFER OF SHARES
(7] OTHER CAPITAL SURPLUS
[C] SUCCESSION
USE OF THE STATUTORY RESERVE
|A] IN GENERAL
(BI COVERING A DEFICIT OF THE PAID-IN CAPITAL
[C] CAPITALIZATION OI RESERVE
11 ] IN GENERAL
|2] INSTITUTION HAVING THE AUTHORITY TO DETERMINE
411
412
412
413
413
414
414
415
416
416
416
417
417
417
417
417
418
421
421
421
421
422
422
422
423
423
423
423
423
423
424
424
424
425
425
425
425
425
425
XXXI
TABLE OF CONTENTS
[3] RESERVES ABLE TO BE CAPITALIZED AND TIMING OF
CAPITALIZATION 425
[4] EFFECT OF CAPITALIZATION 426
[A] ISSUANCE OF NEW SHARES WITHOUT CONSIDERATION 426
[B] EFFECTIVE DATE 427
[5] ILLEGAL CAPITALIZATION OF RESERVE 428
§18.07 DECREASE OF A STATUTORY RESERVE 428
[A] IN GENERAL 428
[B] REQUIREMENTS 428
[C] PROCEDURE AND EFFECTIVE DATE 429
CHAPTER 19
DIVIDEND OF PROFITS 431
§19.01 IN GENERAL 431
§19.02 LEGAL NATURE OF THE RIGHT TO DEMAND A DIVIDEND OF PROFITS 431
§19.03 REGULAR DIVIDEND 432
[A] INSTITUTION TO HOLD A RIGHT TO DETERMINE 432
[B] EXISTENCE OF DISTRIBUTABLE PROFITS 432
[C] FREQUENCY OF DETERMINATION OF DIVIDENDS 433
[D] STANDARD OF THE DIVIDEND OF PROFITS 433
[1] PRINCIPLE OF EQUAL TREATMENT OF SHARES 433
[2] ISSUANCE OF NEW SHARES IN THE MIDDLE OF THE BUSINESS YEAR 433
[3) UNEQUAL DIVIDEND AGAINST A MAJORITY SHAREHOLDER 434
[E] ILLEGAL DIVIDEND 435
[1] IN GENERAL 435
[2] REQUEST TO RETURN THE AMOUNT OF ILLEGAL DIVIDEND BY
THE CORPORATION 435
[3] REQUEST TO RETURN THE AMOUNT OF ILLEGAL DIVIDEND BY ANY
CREDITOR OF THE CORPORATION 435
[4] LIABILITY OF DIRECTORS 436
[F] TIMING OF PAYMENT OF DIVIDEND OF PROFITS AND THE EXTINCTIVE
PRESCRIPTION 436
§19.04 INTERIM DIVIDEND 436
[A] IN GENERAL 436
[B] REQUIREMENTS 437
[1] SETTLEMENT OF ACCOUNTS ONCE A YEAR 437
[2] SPECIFIC DATE ONCE IN A BUSINESS YEAR 437
[3] PROVISION OF THE AO1 437
[4] SOURCE OF INTERIM DIVIDEND 437
[C] LIMITATION 437
[D] LIMITATION TO AN INTERIM DIVIDEND 438
[E] EFFECT OF ILLEGAL INTERIM DIVIDENDS 438
[1] RIGHT TO DEMAND THE RETURN OF THE INTERIM DIVIDEND 438
XXXH
TABLE OF CONTENTS
[2| LIABILITY OF INDEMNIFICATION FOR DAMAGES BY DIRECTORS 439
|3| REQUEST OF RETURN BY CREDITORS OF THE CORPORATION 439
(F| OTHER CONTENT APPLIED MUTATIS MUTANDIS (§462-3 (5)) 440
§19.05 DIVIDEND IN KIND 440
|A| IN GENERAL 440
IB] REQUIREMENTS 440
111 PROVISION OF THE AO1 440
(21 TYPE OF ASSETS 440
|3) DETERMINATION ON THE DIVIDEND IN KIND 440
§19.06 SHARE DIVIDEND 441
(A] IN GENERAL 441
I HI NATURE 441
|C| REQUIREMENTS 442
J 11 COMMON RESOLUTION OF A MEETING OF SHAREHOLDERS 442
|2| EXISTENCE OF DISTRIBUTABLE PROFITS 442
[3] LIMITATION OF THE AMOUNT OF THE SHARE DIVIDEND 442
[41 PRICE OF ISSUANCE OF NEW SHARE SHALL BE AT PAR VALUE 443
(51 SHARE DIVIDEND IS ALLOWED ONLY WITHIN THE AUTHORIZED
CAPITAL SHARES 443
ID] PROCEDURE OF THE SHARE DIVIDEND 443
11 ] NOTICE OF THE SHARE DIVIDEND 443
[2] CLASSES OF SHARES AND SHARE DIVIDEND 443
(3) DISPOSITION OF FRACTIONAL SHARES 444
(4) ISSUANCE OF SHARE CERTIFICATES 444
(5) EQUAL TREATMENT OF SHARES 444
IK] EFFECT 444
[ 1 ] INCREASE OF PAID-IN CAPITAL AND NUMBER OF SHARES 444
(21 TIMING WHEN THE NEW SHARES BY SHARE DIVIDEND
COME INTO EFFECT 444
|3] SUBROGATION OF PLEDGE 445
|F| ILLEGAL SHARE DIVIDEND 445
CHAITI-:K 20
BONDS 447
§20.01 IN GENERAL 447
§20.02 CORPORATIONS ABLE TO ISSUE BONDS 447
§20.03 METHODS FOR ISSUANCE 448
(A) PUBLIC OFFERING 448
[ 11 DIRECT SUBSCRIPTION 448
[2] COMMISSIONED SUBSCRIPTION 448
|3] SUBSCRIPTION BY UNDERWRITING 448
(41 ISSUANCE BY SALE 449
IB] SUBSCRIPTION OF THE TOTAL AMOUNT BY A SUBSCRIBER 449
§20.04 PROCEDURE OF ISSUANCE
449
XXXLLL
TABLE OF CONTENTS
[A] DETERMINATION OF ISSUANCE 449
[1] IN GENERAL 449
[2] PREPARATION AND CONTENT OF A BOND SUBSCRIPTION FORM 450
[A] MATTERS TO BE DESCRIBED MANDATORILY 450
[B] MATTERS TO BE DESCRIBED OPTIONALLY 452
[C] EFFECT OF DEFECTS ON THE MATTERS TO BE DESCRIBED 454
[B] SUBSCRIPTION 454
[C] PAYMENT 454
§20.05 BOND CERTIFICATE 455
§20.06 REGISTER OF BONDHOLDERS 456
§20.07 TRANSFER AND ESTABLISHMENT OF PLEDGE 457
§20.08 EXTINCTIVE PRESCRIPTION 458
§20.09 BOND ADMINISTRATION CORPORATION 458
[A] IN GENERAL 458
[B] APPOINTMENT 458
[C] QUALIFICATION 459
[D] AUTHORITY OF THE BOND MANAGEMENT CORPORATION 461
[1] AUTHORITY ON COLLECTING THE AMOUNT OF THE BONDS OR
PRESERVATIVE MEASURES TO REALIZE THE BONDS 461
[2] AUTHORITY NECESSARY FOR A RESOLUTION AT A MEETING OF
BONDHOLDERS 461
[3] RIGHT TO INVESTIGATE AFFAIRS AND FINANCIAL CONDITIONS 462
[4] RIGHT TO CONVENE A MEETING OF BONDHOLDERS AND EXECUTE
A RESOLUTION 462
[5] RIGHT TO REQUEST REMUNERATION AND COST 462
[6] RIGHT TO FILE A SUIT FOR REVOCATION OF UNFAIR COLLECTION 463
[E] DUTY OF THE BOND MANAGEMENT CORPORATION 463
FL] DUTY OF FAIRNESS AND SINCERITY 463
[2] DUTY OF CARE AS A MANAGER IN GOOD FAITH 463
[F] LIABILITY OF A BOND MANAGEMENT CORPORATION 464
[1] LIABILITY OF INDEMNIFICATION FOR DAMAGES 464
[2] JOINT AND SEVERAL LIABILITY OF PAYMENT 464
[G] END OF DUTY 464
[1] RESIGNATION 464
[2] DISMISSAL 465
[3] SUCCESSOR OF AFFAIRS 465
[H] REMUNERATION AND COST 465
§20.10 MEETING OF BONDHOLDERS 466
[A] IN GENERAL 466
[B] MATTERS TO BE RESOLVED 466
[1] MATTERS TO BE DESCRIBED IN THE COMMERCIAL ACT 466
[A] MATTERS TO BE ADOPTED BY A SPECIAL RESOLUTION 466
[B] MATTERS TO BE ADOPTED BY A COMMON RESOLUTION 467
[2] MATTERS HAVING INTERESTS WITH BONDHOLDERS 467
XXXIV
[C]
[D]
[E]
[F]
[G]
[H]
[I]
TABLE OF CONTENTS
PERSON HOLDING A RIGHT TO CONVENE
METHOD OF CONVOCATION
VOTING RIGHTS
PROCEDURE OF A MEETING OF BONDHOLDERS
EFFECT OF A RESOLUTION
MANDATE OF A RESOLUTION AND EXECUTION THEREOF
REMUNERATION AND EXPENSE OF A REPRESENTATIVE AND EXECUTOR
AND COSTS OF A MEETING OF BONDHOLDERS
J20.LL SPECIAL BONDS
[A]
[B]
[C]
CONVERTIBLE BONDS
[1] IN GENERAL
[2] DETERMINATION OF ISSUANCE
[3] PROCEDURE OF ISSUANCE
[A] PUBLIC NOTICE OF THE DATE UPON WHICH A PERSON WHC
RECEIVES THE CONVERTIBLE BONDS IS DETERMINED
[B] PEREMPTORY NOTICE TO THE SHAREHOLDERS
[C] OFFER AND PAYMENT
[D] RIGHT OF INJUNCTION AND A SUIT TO NULLIFY THE
ISSUANCE OF CONVERTIBLE BONDS
[E] REGISTRATION OF CONVERTIBLE BONDS
[F] PROCEDURE OF CONVERSION
[G] EFFECT OF CONVERSION
BONDS WITH WARRANT
[1] IN GENERA]
[2] TYPES
[3] DETERMINATION OF ISSUANCE
[4] PROCEDURE OF ISSUANCE
[A] PUBLIC NOTICE OF THE DATE WHEN THE PERSON WHO
RECEIVES THE BONDS WITH WARRANT IS DETERMINED
[B] PEREMPTORY NOTICE TO THE SHAREHOLDERS
[C] OFFER AND PAYMENT
[D] RIGHT OF INJUNCTION AND SUIT TO NULLIFY AN ISSUANCE
OF THE BONDS WITH WARRANT
[E] WARRANT CERTIFICATES
[5] REGISTRATION
[6] EXERCISE OF THE WARRANT
[7] TIMING TO BECOME A SHAREHOLDER
PARTICIPATING BOND
[1] IN GENERAL
[2] DETERMINATION OF ISSUANCE
[3] PROCEDURE OF ISSUANCE
[A] PUBLIC NOTICE OF THE DATE UPON WHICH A PERSON WHO
RECEIVES THE PARTICIPATING BOND IS DETERMINED
467
468
468
469
469
470
471
472
472
472
472
474
)
474
475
475
475
477
477
477
478
478
478
479
480
480
480
481
481
482
483
484
484
485
485
485
486
486
XXXV
TABLE OF CONTENTS
[B] PEREMPTORY NOTICE TO THE EXISTING SHAREHOLDERS 486
[C] REGISTRATION 487
[D] EXCHANGEABLE BOND 487
[1] IN GENERAL 487
[2] DETERMINATION OF ISSUANCE 487
[3] ENTRUST OF SECURITIES SUBJECT TO EXCHANGE 488
[4] REQUEST FOR EXCHANGE 488
[E] REDEEMABLE BOND 488
[1] IN GENERAL 488
[2] DETERMINATION OF ISSUANCE 489
[3] ENTRUST OF SECURITIES WHICH ARE THE SUBJECT OF REDEMPTION 489
[4] PROCEDURE OF REDEMPTION 490
[F] DERIVATIVE-LINKED BOND 490
[1] IN GENERAL 490
[2] DETERMINATION OF ISSUANCE 490
[3] WHETHER THE BOND ISSUING CORPORATION SHALL RECEIVE AN
APPROVAL OR NOT 490
CHAPTER 21
CLOSING OF A CORPORATION 493
§21.01 DISSOLUTION 493
[A] IN GENERAL 493
[B] ORDER OF DISSOLUTION 494
[1] IN GENERAL 494
[2] PROCEDURE 496
[3] EFFECT 497
[C] JUDGMENT OF DISSOLUTION 498
[1] IN GENERAL 498
[2] PROCEDURE 498
[D] DISSOLUTION OF A DORMANT CORPORATION 498
[1] IN GENERAL 498
[2] PROCEDURE 499
[E] NOTIFICATION OF DISSOLUTION AND REGISTRATION 500
[F] EFFECT OF DISSOLUTION 500
[G] CONTINUATION OF THE CORPORATION 500
§21.02 LIQUIDATION 501
[A] IN GENERAL 501
[B] TIMING WHEN A STOCK CORPORATION TO BE LIQUIDATED OCCURS 501
[C] LIQUIDATOR 502
[1] INAUGURATION 502
[2] MINIMUM NUMBER AND TERM OF OFFICE 503
[3] EXPIRATION OF TERM OF OFFICE 503
[4] REGISTRATION 503
[5] MEETING OF LIQUIDATORS AND A REPRESENTATIVE LIQUIDATOR 504
XXXVI
TABLE OF CONTENTS
[6] LIABILITY OF INDEMNIFICATION 505
[7] MAJOR OFFICES OF LIQUIDATORS 505
[A] PEREMPTORY NOTICE 506
[B] REPAYMENT IS NOT ALLOWED WITHIN A PERIOD IN
WHICH CLAIMS SHALL BE REPORTED 506
[C] REPAYMENT 506
[D] DISTRIBUTION OF RESIDUAL ASSETS 508
[E] REPAYMENT TO THE CREDITORS EXCLUDED 508
[8] AUXILIARY OFFICES OF LIQUIDATORS 508
[A] REPORT OF A LIQUIDATOR 508
[B] DUTY TO INVESTIGATE AND REPORT OF ASSETS OF THE
CORPORATION 508
[C] SUBMISSION AND APPROVAL OF THE BALANCE SHEET 508
[9] COMPLETION OF OFFICES IN RESPECT OF LIQUIDATION 509
[A] PUBLIC NOTICE 509
[B] SUBMISSION AND APPROVAL OF A REPORT OF SETTLEMENT
OF ACCOUNTS 509
[C] REGISTRATION OF COMPLETION OF LIQUIDATION 509
[D] PRESERVATION OF DOCUMENTS 509
CHAPTER 22
MERGER OF A STOCK CORPORATION 511
§22.01 IN GENERAL 511
§22.02 PROCEDURE OF MERGER 512
[A] PREPARATION OF AN AGREEMENT OF MERGER 512
[1] MATTERS TO BE STATED MANDATORILY IN THE AGREEMENT OF
MERGER IN CASE OF MERGER 512
[2] MATTERS WHICH ARE NOT NECESSARILY PRESCRIBED AND
MAY BE EFFECTIVE IRRESPECTIVE OF WHETHER THEY ARE
SPECIFIED IN THE AOI IN CASE OF MERGER 518
[A] SUCCESSION OF EMPLOYEES 518
[B] DUTY OF CARE AS A MANAGER IN GOOD FAITH 518
[C] GUARANTEE OF TERM OF OFFICE OF DIRECTORS AND
AUDITORS OF THE SURVIVING CORPORATION 518
[D] CONCRETE CONTENT ON SUCCESSION OF ASSETS 519
[3] MATTERS TO BE DESCRIBED IN THE AGREEMENT OF MERGER IN
CASE OF CONSOLIDATION 519
[B] PUBLIC NOTICE OF AN AGREEMENT OF MERGER 520
[C] RESOLUTION OF A MEETING OF SHAREHOLDERS FOR APPROVAL OF A
MERGER 520
[D] APPRAISAL RIGHT OF DISSENTING SHAREHOLDERS AGAINST A MERGER 521
[1] IN GENERAL 521
[2] REQUIREMENTS, PROCEDURES AND EFFECT 522
[A] NOTICE OF A DISSENT IN ADVANCE 522
XXXVU
TABLE OF CONTENTS
[B] NOTICE OF ACQUIRING SHARES AGAINST THE CORPORATION 522
[C] EXECUTION OF AN AGREEMENT OF SHARE PURCHASE 523
[D] SUBMISSION OF SHARE CERTIFICATES, ACQUISITION OF THE
TREASURY SHARES AND DISPOSITION THEREOF 523
[E] PROCEDURE FOR THE PROTECTION OF CREDITORS OF THE CORPORATION 523
[1] IN GENERAL 523
[2] PROCEDURE 523
[F] REVERSE SHARE SPLIT AND A SHARE SPLIT 524
[G] MEETING OF REPORT OF A MERGER 524
[H] INAUGURAL MEETING OF A CONSOLIDATION 525
[I] REGISTRATION 526
§22.03 PROCEDURE ON SPECIAL MERGER 527
[A] SHORT-FORM MERGER 527
[1] IN GENERAL 527
[2] PROCEDURE 527
[3] APPRAISAL RIGHT OF DISSENTING SHAREHOLDERS 528
[B] SMALL-SCALE MERGER 528
[1] IN GENERAL 528
[2] REQUIREMENTS 529
[3] PROCEDURE 529
[4] APPRAISAL RIGHTS OF DISSENTING SHAREHOLDERS ARE NOT
ALLOWED 529
§22.04 NULLIFICATION OF A MERGER 529
[A] IN GENERAL 529
[B] GROUNDS FOR NULLIFICATION OF A MERGER 530
[CL PLAINTIFF AND DEFENDANT 530
[D] PERIOD WITHIN WHICH A SUIT IS TO BE FILED 530
[E] EXCLUSIVE JURISDICTION 531
CHAPTER 23
DIVISION OF A STOCK CORPORATION 533
§23.01 IN GENERAL 533
§23.02 FUNCTIONS 533
§23.03 SUBJECT 534
§23.04 TYPES OF A DIVISION OF A STOCK CORPORATION 534
[A] SIMPLE DIVISION 534
[1] DIVISION WHERE THE DIVIDED CORPORATION IS EXTINGUISHED 534
[2] DIVISION WHERE THE DIVIDED CORPORATION CONTINUES TO
EXIST 535
[B] MERGER AFTER DIVISION 535
[1] MERGER AFTER DIVISION AS A TYPE OF MERGER 535
[2] MERGER AFTER DIVISION AS A TYPE OF CONSOLIDATION 535
[C] COMBINATION OF THE SIMPLE DIVISION AND THE MERGER AFTER
DIVISION 535
XXXVM
TABLE OF CONTENTS
[D] DIVISION OF ASSETS 536
§23.05 LEGAL NATURE OF DIVISION 536
§23.06 SUBJECT OF DIVISION 536
§23.07 PROCEDURE OF DIVISION 537
[A] RESOLUTION OF THE BOD 537
[B] SPECIAL RESOLUTION OF A MEETING OF SHAREHOLDERS 537
[C] RESOLUTION AT A MEETING OF SHAREHOLDERS WHERE ONLY
SHAREHOLDERS OWNING THE SAME CLASS OF SHARES PARTICIPATE 538
[D] PROCEDURE OF THE SIMPLE DIVISION 538
[1] IN GENERAL 538
[2] DIVISION PLAN 539
[3] ESTABLISHMENT OF THE CORPORATION 541
[A] ESTABLISHMENT 542
[B] SUBSCRIPTION OF SHARES 542
[C] INVESTIGATION AND REPORT OF THE INSPECTOR 542
FD] MUTATIS MUTANDIS APPLICATION OF THE PROCEDURE ON
REVERSE SHARE SPLIT 543
[E] PROCEDURE OF A MERGER AFTER DIVISION 544
[1] IN GENERAL 544
[2] AGREEMENT OF A MERGER AFTER DIVISION 544
[A] IN CASE OF A MERGER AFTER DIVISION IN A TYPE OF
MERGER 544
[B] IN CASE OF A MERGER AFTER DIVISION IN A TYPE OF
CONSOLIDATION (§530-6 (2)) 547
[3] EFFECT OF THE AGREEMENT OF A MERGER AFTER DIVISION 549
[4] INAUGURAL MEETING 549
[5] REVERSE SHARE SPLIT 549
[6] SHORT-FORM MERGER AFTER DIVISION AND SMALL-SCALE MERGER
AFTER DIVISION 550
[F] PROCEDURE FOR THE PROTECTION OF CREDITORS 550
[1] SIMPLE DIVISION 550
[2] MERGER AFTER DIVISION 552
[G] APPRAISAL RIGHT OF DISSENTING SHAREHOLDERS 552
[H] PROCEDURE ON THE DIVISION OF ASSETS 552
[1] IN GENERAL 552
[2] SCOPE 552
[3] PROCEDURE 553
§23.08 REGISTRATION OF DIVISION 553
§23.09 PUBLIC NOTICE OF A BALANCE SHEET OF DIVISION 554
§23.10 EFFECT OF DIVISION 555
[A] UNIFORMITY OF A LEGAL ENTITY 555
[B] SUCCESSION OF RIGHTS AND OBLIGATIONS 555
[1] IN GENERAL 555
[2] DUTY OF NON-COMPETITION WITH THE DIVIDED CORPORATION 556
XXXIX
TABLE OF CONTENTS
[3] ACQUISITION OF SHARES 556
[4] ELECTION OF DIRECTORS AND AUDITORS AND AMENDMENT TO THE
AOI 556
[5] SUCCESSION OF OBLIGATIONS AND LIABILITY OF THE DIVIDED
CORPORATION 557
[A] SUCCESSION OF OBLIGATIONS 557
[B] JOINT AND SEVERAL LIABILITY 557
[C] RESTRICTION OF THE JOINT AND SEVERAL LIABILITY 558
[6] SUBROGATION OF PLEDGE 560
§23.11 NULLIFICATION OF DIVISION 560
[A] GROUNDS AND PROCEDURE OF NULLIFICATION 560
[B] EFFECT OF JUDGMENT OF NULLIFICATION 561
CHAPTER 24
ALL-INCLUSIVE EXCHANGE OF SHARES AND ALL-INCLUSIVE TRANSFER OF SHARES
563
§24.01 IN GENERAL 563
§24.02 USEFULNESS AND COMPARISON TO OTHER SYSTEMS 564
§24.03 LEGAL NATURE 564
§24.04 ALL-INCLUSIVE EXCHANGE OF SHARES 565
[A] IN GENERAL 565
[BL PROCEDURE 565
[ 1 ] PREPARATION OF THE AGREEMENT OF AN ALL-INCLUSIVE
EXCHANGE OF SHARES 565
[2] APPROVAL OF A MEETING OF SHAREHOLDERS 568
[3] CONVOCATION AND PUBLIC NOTICE OF A MEETING OF
SHAREHOLDERS 569
[4] PROCEDURE OF INVALIDATING THE SHARE CERTIFICATES 569
[5] DISPOSITION OF FRACTIONAL SHARES 570
[6] SUBROGATION OF PLEDGEE 570
[C] APPRAISAL RIGHTS OF DISSENTING SHAREHOLDERS 570
[D] SHORT-FORM EXCHANGE OF SHARES AND SMALL-SCALE EXCHANGE OF
SHARES 571
[1] SHORT-FORM EXCHANGE OF SHARES 571
[2] SMALL-SCALE EXCHANGE OF SHARES 571
[A] IN GENERAL 571
[B] DESCRIPTION OF THE AGREEMENT OF SMALL-SCALE
EXCHANGE OF SHARES 572
[C] PUBLIC NOTICE 572
[E] EFFECT 572
[ 1 ] TIME THE ALL-INCLUSIVE EXCHANGE OF SHARES COMES INTO
EFFECT 572
[2] TERM OF DIRECTORS AND AUDITORS 573
[3] PUBLIC NOTICE EX POST 573
[F] SUIT FOR NULLIFICATION OF THE ALL-INCLUSIVE EXCHANGE OF SHARES 573
XL
TABLE OF CONTENTS
[1] IN GENERAL 573
[2] GROUND FOR NULLIFICATION 573
[3] PROCEDURE 574
[4] EFFECT OF JUDGMENT 574
[A] EFFECT OF JUDGMENT AGAINST ANY OTHER PERSON WHO
IS NOT ANY PARTY IN THE SUIT 574
[B] NO RETROACTIVE EFFECTS OF JUDGMENT 575
§24.05 ALL-INCLUSIVE TRANSFER OF SHARES 575
[A] IN GENERAL 575
[B] PROCEDURE 575
[1] PREPARATION OF A PLAN FOR ALL-INCLUSIVE TRANSFER OF SHARES 575
[2] ESTABLISHMENT OF A CORPORATION BECOMING THE 100%
PARENT CORPORATION 578
[3] PROCEDURE OF INVALIDATING THE SHARE CERTIFICATES 578
[4] DISPOSITION OF FRACTIONAL SHARES, SUBROGATION OF PLEDGE
AND RIGHT TO REQUEST A DELIVERY OF THE SHARE
CERTIFICATES PLEDGED 578
[5] PUBLIC NOTICE 579
[C] APPRAISAL RIGHTS OF DISSENTING SHAREHOLDERS 579
[D] EFFECT 579
[E] SUIT FOR NULLIFICATION OF ALL-INCLUSIVE TRANSFER OF SHARES 579
CHAPTER 25
ACQUISITION OF ALL THE SHARES OF THE MINORITY SHAREHOLDERS BY THE
CONTROLLING
SHAREHOLDERS ( SQUEEZE-OUT ) 581
§25.01 IN GENERAL 581
§25.02 FUNCTION AND CRITICISM 581
§25.03 REQUEST FOR SALE BY THE CONTROLLING SHAREHOLDERS 582
[A] REQUIREMENTS 582
FL] WHO IS ENTITLED TO EXERCISE THE RIGHT? 582
[2] NECESSITY OF THE ACHIEVEMENT OF OPERATIONAL OBJECTIVES
OF THE CORPORATION 582
[3] APPROVAL OF A MEETING OF SHAREHOLDERS 582
[4] COUNTERPARTY OF THE REQUEST OF SALE 583
[B] EFFECT 584
[1] EXERCISE OF SUCH RIGHT SHALL TAKE EFFECT WHEN IT IS
SUBMITTED TO THE COUNTERPARTY 584
[2] DETERMINATION OF PRICE 584
[3] TIMING OF THE TRANSFER OF SHARES 585
[C] WHERE THE REQUIREMENTS ARE VIOLATED 586
§25.04 APPRAISAL RIGHT OF MINORITY SHAREHOLDERS ( SELL-OUT ) 586
[A] REQUIREMENTS 586
[1] EXERCISE OF SUCH RIGHT SHALL TAKE EFFECT AT THE TIME WHEN
SUCH EXERCISE IS SUBMITTED TO THE COUNTERPARTY 586
XLI
TABLE OF CONTENTS
[2] PROCEDURE 587
[B] EFFECT 587
PART III
LIMITED CORPORATION 589
CHAPTER 26
IN GENERAL 591
CHAPTER 27
ESTABLISHMENT OF A LIMITED CORPORATION 593
§27.01 PROCEDURE ON THE ESTABLISHMENT 593
[A] AOI 593
[1] MATTERS TO BE SPECIFIED MANDATORILY 593
[2] MATTERS WHICH SHALL BE SPECIFIED IN THE AOI IN ORDER TO
COME INTO EFFECT 594
[B] ELECTION OF INITIAL DIRECTOR AND AUDITOR 594
[C] IMPLEMENTATION OF INVESTMENT 595
[D] REGISTRATION OF INCORPORATION 595
§27.02 LIABILITY ON THE ESTABLISHMENT 596
[A] LIABILITY OF MEMBERS ON THE INVESTMENT IN KIND WHEN A LIMITED
CORPORATION HAS BEEN ESTABLISHED 596
[B] LIABILITY OF MEMBERS ON THE AMOUNT UNPAID WHEN A LIMITED
CORPORATION HAS BEEN ESTABLISHED 597
§27.03 NULLIFICATION AND REVOCATION OF INCORPORATION 597
CHAPTER 28
MEMBERS 599
§28.01 RIGHT OF MEMBERS 599
§28.02 OBLIGATION OF MEMBERS 600
§28.03 EQUITY 600
[A] IN GENERAL 600
[B] TRANSFER OF EQUITY 600
[C] PLEDGING ON THE EQUITY 601
[D] LIMITATION TO AN ACQUISITION OF TREASURY SHARES AND A PLEDGE 601
[E] RETIREMENT OF EQUITY 601
[F] EFFECT EXEMPTED FROM LIABILITY OF A REGISTER OF MEMBERS 602
CHAPTER 29
INSTITUTION OF A LIMITED CORPORATION 603
§29.01 DIRECTORS 603
[A] ELECTION 603
[B] RETIREMENT 604
[C] RIGHT TO REPRESENT 604
[D] EXECUTION OF OFFICE 604
XLII
TABLE OF CONTENTS
[E] OBLIGATION 604
[F] LIABILITY
60
5
[1] LIABILITY THAT A CAPITAL OF A LIMITED CORPORATION SHALL BE
MAINTAINED ADEQUATELY 605
[2] LIABILITY TO INDEMNIFY 605
§29.02 PROVISIONS ON AUDITORS 605
[A] AUDITORS 60S
[B] INSPECTOR 606
[C] SURVEILLANCE BY A MEETING OF MEMBERS OR MINORITY MEMBERS 606
§29.03 MEETING OF MEMBERS 606
[A] AUTHORITY 606
[B] CONVOCATION 607
[1] PERSON HAVING THE RIGHT TO CONVENE 607
[2] PROCEDURE OF CONVOCATION 607
[C] VOTING RIGHT 607
[D] METHOD OF RESOLUTION 608
[1] REQUIREMENT OF RESOLUTION 608
[2] RESOLUTION IN WRITING 608
CHAPTER 30
ALTERATION OF PAID-IN CAPITAL 611
§30.01 INCREASE OF PAID-IN CAPITAL 611
[A] INCREASE OF PAID-IN CAPITAL BY AN INCREASE OF A NUMBER OF
UNITS OF INVESTMENT 611
[1] WHO HAS THE RIGHT OF SUBSCRIPTION FOR AN INVESTMENT? 611
[2] SUBSCRIPTION AND IMPLEMENTATION OF INVESTMENT 612
[3] REGISTRATION OF INCREASE OF PAID-IN CAPITAL 612
[4] LIABILITY OF MAKING CAPITAL NOT BE SHORT 612
[B] INCREASE OF PAID-IN CAPITAL BY AN INCREASE OF AN AMOUNT OF ONE
UNIT 613
§30.02 REDUCTION OF PAID-IN CAPITAL 613
§30.03 NULLIFICATION OF CAPITAL INCREASE OR REDUCTION 613
CHAPTER 31
AMENDMENT TO THE AOI 615
CHAPTER 32
ACCOUNTING OF A LIMITED CORPORATION 617
§32.01 PREPARATION OF THE FINANCIAL STATEMENTS 617
§32.02 DIVIDEND OF PROFITS 618
§32.03 APPLICATION OF PROVISIONS ON AN ACCOUNTING OF A STOCK CORPORATION
618
CHAPTER 33
MERGER AND ORGANIZATIONAL CHANGE 619
§33.01 MERGER 619
XLIII
TABLE OF CONTENTS
[A] REQUIREMENTS 619
[B] SUBROGATION 620
[C] OTHER MUTATIS MUTANDIS APPLICATION 620
§33.02 ORGANIZATIONAL CHANGE 620
[A] ORGANIZATIONAL CHANGE FROM A STOCK CORPORATION TO A LIMITED
CORPORATION 620
[1] REQUIREMENTS, PROCEDURE AND EFFECT 620
[2] SUBROGATION 621
[3] LIABILITY OF MAKING CAPITAL NOT BE SHORT 621
[B] ORGANIZATIONAL CHANGE FROM A LIMITED CORPORATION TO A STOCK
CORPORATION 621
[1] REQUIREMENTS, PROCEDURE AND EFFECT 621
[2] SUBROGATION 622
[3] LIABILITY OF CAPITAL SHORTFALL 622
CHAPTER 34
DISSOLUTION AND LIQUIDATION 623
§34.01 DISSOLUTION 623
§34.02 LIQUIDATION 623
PART IV
GENERAL PARTNERSHIP CORPORATION 625
CHAPTER 35
IN GENERAL 627
CHAPTER 36
PROCEDURE OF INCORPORATION 629
§36.01 PREPARATION OF THE AOI 629
[A] IN GENERAL 629
[B] AOI AND AGREEMENT OF A PARTNERSHIP 629
[C] LEGAL NATURE OF THE AOI 629
[D] MATTERS WHICH SHALL BE SPECIFIED IN THE AOI IN ORDER TO COME
INTO EFFECT, AND MATTERS EFFECTIVE IRRESPECTIVE OF WHETHER THEY
ARE SPECIFIED IN THE AOI 630
§36.02 REGISTRATION 630
[A] REGISTRATION OF ESTABLISHMENT 630
[B] REGISTRATION OF INCORPORATION OF BRANCH OFFICE 631
CHAPTER 37
NULLIFICATION OR REVOCATION OF INCORPORATION 633
§37.01 REVOCATION OF INCORPORATION 633
[A] GROUNDS FOR REVOCATION 633
[B] METHOD OF ASSERTION, PLAINTIFF AND REVOCATION 633
[C] JUDGMENT 634
XLIV
TABLE OF CONTENTS
§37.02 NULLIFICATION OF INCORPORATION 635
[AJ GROUNDS FOR NULLIFICATION 635
[1] OBJECTIVE GROUNDS 635
[2] SUBJECTIVE GROUNDS 635
[B] SUIT FOR NULLIFICATION OF INCORPORATION 635
CHAPTER 38
INTERNAL RELATIONSHIP 637
§38.01 IN GENERAL 637
§38.02 INVESTMENT 638
[A] IN GENERAL 638
[B] NATURE OF OBLIGATION OF INVESTMENT 638
[C] IMPLEMENTATION OF OBLIGATION OF INVESTMENT 638
§38.03 EXECUTION OF OFFICE 639
[A] IN GENERAL 639
[B] INSTITUTION TO EXECUTE THE OFFICES 639
[1] MEMBERS 639
[2] MANAGING MEMBER 639
[3] JOINT MANAGING MEMBER 640
[C] LIMITATION TO THE AUTHORITY OF EXECUTING THE OFFICES 640
[D] INJUNCTION TO EXECUTE THE OFFICES AND THE ACTING PERSON 641
[E] RIGHT OF SURVEILLANCE OF OFFICES AND RIGHT TO INVESTIGATE THE
FINANCIAL CONDITION 641
§38.04 DETERMINATION OF ORGANIZATIONAL INTENTION 641
[A] IN GENERAL 641
[B] VOTING RIGHTS 641
[C] METHOD OF EXERCISE OF VOTING RIGHTS 642
[D] DEFECTS IN THE DETERMINATION OF INTENTION 642
§38.05 DISTRIBUTION OF PROFIT OR LOSS 642
§38.06 OBLIGATION OF MEMBERS 643
[A] OBLIGATION OF NEITHER COMPETING WITH THE GENERAL PARTNERSHIP
CORPORATION NOR TAKING OFFICES CONCURRENTLY 643
[1] IN GENERAL 643
[2] EFFECT OF VIOLATION OF OBLIGATION 643
[A] RIGHT TO INTERVENE 643
[B] OTHERS 644
[B] DUTY OF PROHIBITION OF A SELF-DEALING 644
§38.07 AMENDMENT TO THE AOI 644
[A] CONSENT OF ALL THE MEMBERS 644
[B] EFFECT OF AMENDMENT TO THE AOI 645
§38.08 VARIATION OF THE MEMBERS 645
[A] INITIAL ACQUISITION OF A STATUS OF A MEMBER AFTER THE
ESTABLISHMENT OF THE GENERAL PARTNERSHIP CORPORATION 645
[B] TRANSFER OF EQUITY 646
XLV
TABLE OF CONTENTS
[C] RETIREMENT 646
[1] RETIREMENT AT THE DISCRETION OF A MEMBER 646
[2] AUTOMATIC RETIREMENT 647
[3] RETIREMENT PURSUANT TO A REQUEST BY A PERSON WHO
FORECLOSED THE EQUITY OF A MEMBER 649
[4] OTHER GROUNDS FOR RETIREMENT 650
[5] EFFECT OF RETIREMENT 650
[D] INHERITANCE OF EQUITY 650
[E] ESTABLISHMENT OF PLEDGE AND FORECLOSURE ON THE EQUITY 651
[1] ESTABLISHMENT OF PLEDGE ON THE EQUITY 651
[2] FORECLOSURE ON THE EQUITY 651
CHAPTER 39
EXTERNAL RELATIONSHIP 653
§39.01 REPRESENTATIVE OF THE GENERAL PARTNERSHIP CORPORATION 653
[A] IN GENERAL 653
[B] AUTHORITY OF A REPRESENTATIVE MEMBER 653
[C] JOINT REPRESENTATIVE MEMBER 654
[D] FORFEITURE OF THE RIGHT OF REPRESENTATION 654
[E] ILLEGAL ACT OF A REPRESENTATIVE MEMBER 654
§39.02 LIABILITY OF MEMBERS 654
[A] IN GENERAL 654
[B] NATURE 655
[C] PERSON WHO IS LIABLE 655
[D] REQUIREMENTS OF LIABILITY 656
[1] MEANING THAT THE OBLIGATIONS MAY NOT BE PAID-OFF BY THE
ASSETS OF THE CORPORATION 656
[2] EVEN A CASE WHEN A COMPULSORY EXECUTION ON THE
CORPORATION S ASSETS HAS PROVED INEFFECTIVE, THE
MEMBERS SHALL BE LIABLE FOR THE OBLIGATIONS OF THE
CORPORATION (§212 (2))
[3] PRECLUSION OF APPLICATION
[E] DETAILS OF LIABILITY
[F] EFFECT OF PERFORMANCE OF OBLIGATION
[G] EXTINCTION OF LIABILITY
CHAPTER 40
DISSOLUTION AND LIQUIDATION
§40.01 DISSOLUTION
§40.02 LIQUIDATION
[A] IN GENERAL
[B] LIQUIDATION AT THE DISCRETION OF THE CORPORATION
[1] IN GENERAL
[2] PROCEDURE FOR THE PROTECTION OF CREDITORS
656
656
657
657
657
659
659
660
660
660
660
660
XLVI
TABLE OF CONTENTS
[A] IN GENERAL
[B] PROCEDURE OF THE PROTECTION FOR A CREDITOR WHO
FORECLOSED THE EQUITY
[C] LIQUIDATION BY LAW
[1]
[2]
[3]
[4]
[5]
[6]
CHAPTER 41
IN GENERAL
LIQUIDATOR
[A] IN GENERAL
[B] APPOINTMENT
[C] AUTHORITY
[D] DISMISSAL
[E] LIABILITY OF INDEMNIFICATION
[F] REGISTRATION
EXECUTION OF DUTIES OF LIQUIDATION
[A] INVESTIGATION AND REPORT OF CONDITIONS OF THE ASSETS
[B] DUTIES OF LIQUIDATION
[C] REQUEST FOR INVESTMENT
[D] BANKRUPTCY IN THE COURSE OF LIQUIDATION
COMPLETION OF LIQUIDATION
REGISTRATION ON COMPLETION OF LIQUIDATION
PRESERVATION OF BOOKS AND DOCUMENTS
ORGANIZATIONAL CHANGE
661
661
662
662
662
662
662
662
663
663
663
664
664
664
665
665
665
665
666
667
PART V
LIMITED PARTNERSHIP CORPORATION 669
CHAPTER 42
IN GENERAL 671
CHAPTER 43
ESTABLISHMENT
673
CHAPTER 44
INTERNAL RELATIONSHIP
675
§44.01 INVESTMENT
675
§44.02 EXECUTION OF DUTIES
67S
[A] RIGHT TO EXECUTE DUTIES
675
[B] RIGHT OF SURVEILLANCE OF A MEMBER WITH LIMITED LIABILITY 676
§44.03 COMPETITION WITH THE CORPORATION AND SELF-DEALING BY MEMBERS WITH
LIMITED LIABILITY
676
§44.04 DISTRIBUTION OF PROFIT OR LOSS
677
§44.05 VARIATION OF MEMBERS
677
[A] TRANSFER OF EQUITY
677
XLVII
TABLE OF CONTENTS
[B] INITIAL ACQUISITION OF A STATUS OF A MEMBER AFTER THE
ESTABLISHMENT OF THE LIMITED PARTNERSHIP CORPORATION 677
[C] DEATH OR INCOMPETENCY OF A MEMBER WITH LIMITED LIABILITY SHALL
BE PRECLUDED FROM THE CAUSE OF RETIREMENT 678
[D] EXPULSION 678
[E] RETIREMENT BY A CREDITOR WHO FORECLOSED THE EQUITY 678
CHAPTER 45
EXTERNAL RELATIONSHIP 679
§45.01 REPRESENTATION OF THE CORPORATION 679
§45.02 LIABILITY 679
CHAPTER 46
DISSOLUTION AND CONTINUATION 681
CHAPTER 47
LIQUIDATION 683
PART VI
LIMITED LIABILITY CORPORATION 685
CHAPTER 48
IN GENERAL 687
CHAPTER 49
ESTABLISHMENT OF THE LIMITED LIABILITY CORPORATION 689
§49.01 PROCEDURE OF ESTABLISHMENT 689
[A] PREPARATION OF THE AOI 689
[B] IMPLEMENTATION OF INVESTMENT 690
[C] REGISTRATION 690
§49.02 NULLIFICATION OR REVOCATION OF INCORPORATION 691
CHAPTER 50
INTERNAL RELATIONSHIP 693
§50.01 IN GENERAL 693
§50.02 EXECUTION OF OFFICES 693
[A] APPOINTMENT OF A MANAGING PERSON 693
[B] ACTING PERSON 694
[C] ADJUDICATION OF FORFEITURE OF AUTHORITY OF A MANAGING PERSON 694
[D] PREVENTION OF CONFLICT OF INTEREST BETWEEN THE LIMITED LIABILITY
CORPORATION AND THE MANAGING PERSON 694
[1] PROHIBITION OF COMPETING WITH THE CORPORATION AND TAKING
OFFICES CONCURRENTLY 694
[2] LIMITATION OF SELF-DEALING 694
[E] RIGHT OF SURVEILLANCE 695
XLVIII
TABLE OF CONTENTS
[F] LIABILITY OF INDEMNIFICATION 695
§50.03 DETERMINATION OF INTENTION 695
§50.04 AMENDMENT TO THE AOI 695
§50.05 ACCOUNTING 696
[A] IN GENERAL 696
[B] PAID-IN CAPITAL 696
[C] PREPARATION, PRESERVATION, KEEPING AND PUBLIC NOTICE OF THE
FINANCIAL STATEMENTS 696
[D] DISTRIBUTION OF SURPLUS 696
[E] VARIATION OF MEMBERS 697
[1] ENTRY 697
[2] TRANSFER OF EQUITY 697
[3] RETIREMENT 697
[A] IN GENERAL 697
[B] GROUNDS 698
[C] REFUND OF EQUITY 698
[D] PROCEDURE FOR THE PROTECTION OF CREDITORS 698
[4] INHERITANCE OF EQUITY 698
CHAPTER 51
EXTERNAL RELATIONSHIP 699
§51.01 REPRESENTATION OF THE CORPORATION 699
[A] APPOINTMENT OF A REPRESENTATIVE 699
[B] JOINT REPRESENTATIVE 699
[C] RIGHT TO REPRESENT 699
[D] LIABILITY OF INDEMNIFICATION 700
[E] SUIT BETWEEN THE CORPORATION AND A REPRESENTATIVE MEMBER 700
§51.02 LIABILITY
70
CHAPTER 52
DISSOLUTION AND LIQUIDATION
701
CHAPTER 53
CONTINUATION OF THE LIMITED LIABILITY CORPORATION 703
CHAPTER 54
ORGANIZATIONAL CHANGE
705
PART VII
FOREIGN CORPORATION
707
CHAPTER 55
IN GENERAL
709
XLIX
TABLE OF CONTENTS
CHAPTER 56
PROVISIONS IN THE COMMERCIAL ACT 711
§56.01 IN GENERAL 711
§56.02 STATUS OF THE FOREIGN CORPORATION 711
§56.03 CONDITIONS TO BE ENGAGED IN THE BUSINESS IN THE KOREA 711
[A] APPOINTMENT OF A REPRESENTATIVE 711
[B] ESTABLISHMENT OF A BUSINESS OFFICE 712
[C] REGISTRATION 712
§56.04 MUTATIS MUTANDIS APPLICATION OF PROVISIONS ON THE SHARES AND
BONDS 712
§56.05 PUBLIC NOTICE OF A BALANCE SHEET 713
§56.06 ORDER OF CLOSE OF BUSINESS OFFICE 713
§56.07 LIQUIDATION 713
PART VIII
PENALTIES 715
CHAPTER 57
IN GENERAL 717
CHAPTER 58
CRIMINAL CRIMES 719
§58.01 CRIME OF SPECIAL MISAPPROPRIATION 719
[A] CRIMES OF SPECIAL MISAPPROPRIATION BY PROMOTERS, DIRECTORS,
AND OTHER OFFICERS 719
[B] CRIMES OF SPECIAL MISAPPROPRIATION BY REPRESENTATIVE OF
MEETINGS OF BONDHOLDERS 720
§58.02 CRIME IN VIOLATION OF THE TRANSACTION WITH INTERESTED PERSONS
INCLUDING THE PRINCIPAL SHAREHOLDERS 720
§58.03 CRIMES OF ENDANGERING CORPORATION S ASSETS 721
§58.04 CRIME IN VIOLATION OF LIMITATION OF ACQUISITION OF SHARES 722
§58.05 CRIME OF FALSE REPORTING 722
§58.06 CRIME OF EXERCISING DOCUMENTS CONTAINING MISSTATEMENTS 723
§58.07 CRIMES OF DISGUISED PAYMENT 723
§58.08 CRIMES OF EXCESSIVE ISSUANCE 724
§58.09 CRIME OF CORRUPTION IN OFFICE BY PROMOTERS, DIRECTORS OR OTHER
OFFICERS 724
§58.10 CRIME OF BRIBERY IN RELATION TO DISTURBING THE EXERCISE OF RIGHTS
725
§58.11 CRIME OF EVADING LIABILITY FOR PAYMENT ON SHARES 725
§58.12 CRIME OF GRANTING BENEFITS IN CONNECTION WITH EXERCISE OF
SHAREHOLDERS RIGHTS 725
CHAPTER 59
ADMINISTRATIVE CRIMES 727
§59.01 INTRODUCTION 727
§59.02 ACTS UNDER §635 (1) OF THE COMMERCIAL ACT 727
TABLE OF CONTENTS
§59.03 ACTS UNDER §635 (2) OF THE COMMERCIAL ACT 730
§59.04 ACTS UNDER §635 (3) OF THE COMMERCIAL ACT 730
§59.05 ACTS UNDER §635 (4) OF THE COMMERCIAL ACT 731
§59.06 OPERATION OF BUSINESS IN THE NAME OF THE CORPORATION BEFORE
REGISTRATION OF INCORPORATION 731
BIBLIOGRAPHY 733
TABLE OF CASES 737
INDEX 749
|
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| indexdate | 2024-07-10T08:13:53Z |
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| spelling | Lee, Jong-Hoon Verfasser aut Corporation laws & cases of South Korea Jong-Hoon Lee Corporation laws and cases of South Korea Alphen aan den Rijn Wolters Kluwer [2018] lvii, 756 Seiten txt rdacontent n rdamedia nc rdacarrier Erscheint auch als Online-Ausgabe (eBook) 978-90-411-9405-3 Erscheint auch als Online-Ausgabe, PDF 978-90-411-9406-0 SWB Datenaustausch application/pdf http://bvbr.bib-bvb.de:8991/F?func=service&doc_library=BVB01&local_base=BVB01&doc_number=030672284&sequence=000001&line_number=0001&func_code=DB_RECORDS&service_type=MEDIA Inhaltsverzeichnis |
| spellingShingle | Lee, Jong-Hoon Corporation laws & cases of South Korea |
| title | Corporation laws & cases of South Korea |
| title_alt | Corporation laws and cases of South Korea |
| title_auth | Corporation laws & cases of South Korea |
| title_exact_search | Corporation laws & cases of South Korea |
| title_full | Corporation laws & cases of South Korea Jong-Hoon Lee |
| title_fullStr | Corporation laws & cases of South Korea Jong-Hoon Lee |
| title_full_unstemmed | Corporation laws & cases of South Korea Jong-Hoon Lee |
| title_short | Corporation laws & cases of South Korea |
| title_sort | corporation laws cases of south korea |
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