주주총회 소집철회·변경의 법률관계

This paper discusses legal issues relating to a withdrawal of the duly convened shareholder's meeting in a joint stock company. This paper first introduces recent two conflicting Korean Supreme Court decisions on the notification procedure of the withdrawal of the convened shareholder's meeting. Next, this paper analyzes, in a more comprehensive manner, the issues relating to a withdrawal of the convened shareholders' meeting, i.e., (1) whether the withdrawal is ever allowed after dispatching the convention notice, (2) if allowed, how long and in which form a notice of a withdrawal shall be made under the Korean Commercial Code, (3) whether a resolution at a shareholders' meeting is valid if such resolution is made after the illegitimate withdrawal notice is sent out, and (4) whether and when a director(s) may breach his/her fiduciary duty in connection with a withdrawal of the convened shareholders' meeting. After and based upon all this analysis, this paper finally evaluates two conflicting Supreme Court decisions.