Shareholders Agreement Korea

However, there are disclosure obligations under the Capital Markets Act, which provides that an investor who holds or will hold 5% or more of the total number of shares of a listed company under a share purchase agreement, the status and purpose of such participation (referring to his intention to exercise influence over the management of the company) within five days from the date of the date application; the implementation of the share purchase agreement or the acquisition. In addition, in order to achieve this level of interest rate, it is necessary to provide information a posteriori for any change in the participation of this investor of 1% or more. In this context, an investor`s participation and acquisition strategy is strongly influenced by these disclosure obligations. For example, the board of directors does not have the right to approve or refuse a share transfer transaction with the participation of the offeree company, unless the articles of association of the offeree company expressly provide that the transfer of shares must be approved by the board of directors. In the case of certain operations carried out in certain transaction structures involving a corporate reorganization of the target company, such as for example. B merger, global share exchange, outsourcing and business transfer, the board of directors of the target company can make the first decision, which should then be approved by the shareholders of the target company. Directors who intentionally or negligently violate the company`s articles of association or applicable laws or fail to perform their obligations are jointly and severally liable for damages resulting from such acts or omissions. A shareholder holding more than 1 per cent of the total outstanding shares of the enterprise (0.01 per cent for listed companies held for the preceding six-month period) may require the company to bring an action against the director in respect of the foregoing facts or omissions. In addition, shareholders holding more than 1 per cent of the total outstanding shares of a company (0.05 per cent for listed companies held for the preceding six-month period or for a company of at least 100 billion won capital 0.025 per cent) may bring an action on behalf of the company before a court requesting the suspension of the activity of a director, in violation of the statutes or the legislation in force. What are the powers of shareholders to appoint or remove directors or to require the board to take a specific approach? What shareholder vote is required to elect or remove directors? A shareholder or group of shareholders holding more than 3 per cent of the total outstanding shares of the company (more than 1.5 per cent for listed companies held for the preceding six-month period) may request the board of directors to convene an extraordinary general meeting of shareholders. . .

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