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Can an "Anonymous Shareholder" Request the Invalidation of a Company Resolution?

On July 15, 2021, the first hearing was held for a shareholder qualification confirmation dispute represented by our firm.

Our client, a minority shareholder of the company, participated in a shareholders’ resolution with the majority shareholder to replace the company’s executive director. The actual investor behind the majority shareholder filed a lawsuit, requesting confirmation of their shareholder qualification, registration of the change, and invalidation of the shareholders’ resolution.

One of the key issues in dispute was whether the shareholder qualification confirmation dispute and the company resolution dispute could be heard in the same case.

We argued that while multiple causes of action can be included in the same lawsuit, not all causes of action can be established simultaneously. If one claim depends on the outcome of another claim, the two cannot be adjudicated in the same case, and the court should rule to dismiss the case.

In this case, the legal premise for the plaintiff’s claim regarding the company resolution dispute is that they are a legitimate shareholder of the company, which depends on the outcome of the shareholder qualification confirmation dispute. Therefore, the court should dismiss the plaintiff’s request to invalidate the shareholders’ resolution during the trial phase.


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