1. 무료바카라 Overview and Key IssuesIn approximately May 2025, the clients were appointed as directors and an auditor pursuant to resolutions of an extraordinary shareholders' meeting of Company A. In approximately June of the same year, in their capacity as directors and auditor, they attended a board of directors' meeting and voted in favor of a resolution to dismiss Co-Representative Director Mr. A (the complainant) of Company A.
The dismissed co-representative director Mr. A claimed that, during the process of adopting the resolutions of the extraordinary shareholders' meeting appointing the clients as directors and auditor and the board resolution dismissing himself, no substantive notice of convocation had been given to him as a representative director and shareholder of Company A. On this basis, Mr. A asserted that the resolutions were defective to the extent of being invalid or non-existent, applied for injunctions suspending the clients' execution of duties and suspending the effect of the board resolution dismissing him, and simultaneously filed a criminal complaint against the clients on charges of false entry in electronic official records and use thereof.
2. Our Arguments and RoleUnfortunately, the injunction suspending the clients' execution of duties sought by Mr. A was granted, and furthermore, the injunction suspending the effect of the board resolution dismissing him was also granted in full. As a result, the civil court issued injunction decisions stating that there appeared to be defects amounting to invalidity or non-existence in the extraordinary shareholders' meeting resolution and the board resolution, placing the clients in a very unfavorable position in this matter.
Nevertheless, we did not yield to these civil injunction decisions and argued that the core issues in the criminal complaint were distinct from those in the civil injunction proceedings. Specifically, we identified and meticulously argued the following key issues: (1) whether procedural defects amounting to invalidity or non-existence actually existed in the extraordinary shareholders' meeting resolution and the board resolution; (2) even if such defects did exist, whether the clients conspired with the other co-representative director B and “intentionally” caused such defects in the notice of convocation procedures; and (3) above all, whether the clients knowingly reported false information despite being aware of defects rendering the notice procedures invalid or non-existent, thereby causing false entries to be made in official records.
We first conducted a comprehensive review of the Commercial Act, the company's articles of incorporation, the progress of related litigation, and the degree of awareness of the relevant parties at the time of the notice of convocation, and strongly argued that both the extraordinary shareholders' meeting resolution and the subsequent board resolution were adopted through lawful notice procedures and that no grounds for invalidity or non-existence actually existed. We further supplemented deficiencies in the prior civil injunction proceedings by demonstrating that there were objective grounds for the dismissal of co-representative director Mr. A, and that the necessity and reasonableness of the dismissal were clear.
Furthermore, we argued that even if procedural defects existed in the extraordinary shareholders' meeting resolution or the board resolution, such circumstances alone could not give rise to criminal liability for the clients. Specifically, we emphasized that: (1) the clients merely accepted the positions of director and auditor at the request of co-representative director B; (2) the notice of convocation for the extraordinary shareholders' meeting occurred before the clients were appointed as directors and auditor, such that they had no involvement whatsoever in that process; (3) as non-executive directors, the clients did not participate in the company's actual management or administrative affairs and therefore had no actual involvement in the notice of convocation for the board meeting; and (4) on the day of the board resolution, the clients participated in the vote in reliance on information provided by co-representative director B that there were valid grounds for the dismissal of co-representative director Mr. A and that the process was being conducted lawfully based on legal advice from counsel. We actively argued to the investigative authorities that the clients could not have been aware of any procedural defects rendering the notice invalid or non-existent, bore no responsibility for causing such defects, and therefore could not be held criminally liable in this 무료바카라.
3. Outcome and SignificanceAlthough the dismissed co-representative director Mr. A accused the clients of conspiring with co-representative director B, dividing roles, and committing criminal acts, the police accepted all of our arguments and rendered decisions not to forward the 무료바카라 (no charges) with respect to all clients appointed as directors and auditor. These decisions were finalized without any request for reinvestigation by the prosecution.
Criminal complaint cases are often heavily influenced by related civil proceedings, and it is common for outcomes consistent with those civil cases to follow. However, this 무료바카라 is a highly exceptional and significant success story in that, despite the existence of extremely unfavorable civil injunction rulings, we exerted our utmost capabilities and achieved a no-charges disposition for the clients after only a single police investigation.
□ Attorneys in charge: Kim Do-hyung, Ko Eun-young, Lee Min-gyu
