[Corporate Governance] Hannuri Secures Agenda Inclusion through Court-Recommended Settlement in Injunction Case on Advisory Shareholder Proposal

   Writer 한누리    l    Hit 9
8일 전 원문보기


Hannuri Law LLC advised Align Partners Capital Management Inc. in its shareholder activism campaign against Gabia Co., Ltd., and successfully secured the inclusion of an advisory shareholder proposal on the agenda of the 2026 Annual General Meeting (AGM) through a court-issued recommendation for settlement.   


The case arose after the company refused to include the proposal on the AGM agenda on the grounds that the proposal did not constitute a matter for shareholder resolution under the Korean Commercial Code. In response, the shareholder filed for a preliminary injunction seeking agenda inclusion. The court, taking into account the substance of the proposal and the role of the AGM, issued a recommendation for settlement requiring the company to include the proposal on the AGM agenda and to provide its substance to shareholders.   


This case is meaningful in that it confirms that, under certain circumstances, even advisory (non-binding) shareholder proposals may warrant consideration at a general meeting. It is expected to serve as an important precedent in practice regarding the interpretation and scope of shareholder proposal rights.   


Hannuri represented the client throughout the proceedings, including developing legal arguments on the validity of the proposal and its relevance to AGM matters, substantiating the need for urgent relief, and formulating procedural strategies, and handled the litigation in its entirety.   


Following the regulatory developments introduced by the 2025 amendment to the Korean Commercial Code, Hannuri remains committed to advancing leading practices in shareholder rights and corporate governance. 





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