Corporate disputes rarely surface cleanly. Behind boardroom tensions over management direction, director appointments, financial decisions, and key resolutions lies a deeper conflict — one that often ends with the question of whether to call an Extraordinary General Meeting (EGM). Understanding how to exercise this right is critical for any shareholder seeking to correct course.
1. Who Can Request an EGM? — Ownership Thresholds
Korean Commercial Act Article 366 — Key Rules ▶ Private companies: shareholders holding ≥ 3% of total issued shares ▶ Listed companies: shareholders holding ≥ 1.5% for ≥ 6 consecutive months ▶ Request must be submitted to the Board in writing or by electronic document ▶ If the Board fails to call the EGM within 2 weeks → shareholder may apply to court for permission to convene directly
In practice, the actual ownership percentage, restrictions on voting rights, share register closing periods, and timing of share transfer registration all become contested issues. It is common for the opposing party to delay share registration or deny shareholder status based on the share register — making early legal intervention essential.
2. The EGM Request Letter — What Must It Include?
The request must be submitted to the Board in writing or via electronic document, and must clearly specify the meeting agenda. Common agenda items include:
Typical EGM Agenda Items • Removal of the CEO or Representative Director • Appointment of new directors • Appointment of auditors • Investigation of illegal acts or misconduct • Amendment to the Articles of Incorporation
⚠ Critical Warning: Vague agenda items give the company grounds to reject the request as procedurally defective. In shareholder disputes, a single line in the agenda can determine the outcome of litigation. Expert legal review at the drafting stage is not optional — it is essential.
3. Applying to Court for EGM Approval — Strategic Considerations
Korean courts do not automatically grant EGM convening permission. The court evaluates:
Court’s Evaluation Criteria ① Whether calling the EGM is necessary and beneficial for the company ② Whether the ownership threshold requirements are met ③ Whether the proposed agenda items are legally permissible
The application must present not just proof of ownership, but also the Board’s refusal or non-response, the urgency of the agenda, and any risk to company assets or operations — framed as a cohesive strategic argument. The opposing party will submit counter-arguments, making the quality of legal preparation decisive.
4. After the EGM — The Dispute Continues
Even after a successful EGM, legal battles often continue:
Post-EGM Dispute Scenarios • Company side: files suit to nullify resolutions (challenging grounds for removal, procedural defects, quorum failures) • Shareholder side: proceeds with director change registration and secures legal legitimacy → A multi-stage legal strategy from the outset is indispensable.
5. Case Analysis — Is a KakaoTalk Message a Valid EGM Request?
Supreme Court Decision, December 16, 2022 (2022그734)
Background • Petitioner sent EGM request by certified mail on Jan 21, 2022 → returned undelivered twice • Attorney resent the same document via KakaoTalk on Feb 8, 2022 → the CEO actually read it • The company nonetheless refused to convene a shareholders’ meeting
Court’s Holding Electronic document = ‘information created, transmitted, received, or stored in electronic form through an information processing system’ → If the content can be accessed and reproduced, text messages and mobile messages qualify — not just email → Because the CEO actually received and confirmed the KakaoTalk message, the EGM request was held valid under Korean commercial law
EGM Request Checklist — Before You File
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Ownership Confirm ≥ 3% (private) or ≥ 1.5% for 6+ months (listed) of total issued shares
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Share Register Verify transfer registration is complete; check share register closing periods
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Draft Request Specify agenda items precisely — have legal counsel review before filing
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Delivery Method Written or electronic (email, KakaoTalk) — secure confirmation of receipt
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Monitor Board Track 2-week deadline; prepare court application if no response
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Post-EGM Strategy Plan for registration of director changes and potential litigation in advance
Attorney Lee’s Note An EGM request is not a mere procedural formality — it is one of the most powerful tools available to shareholders in a corporate control dispute. The process involves complex interacting factors: the company’s defensive tactics, ownership structure complications, voting rights controversies, and the real possibility of parallel litigation. If you are a shareholder considering action to correct the course of a company, do not proceed without expert legal counsel. The stakes are too high for improvisation.
Kyusung Lee Corporate & International Law
• Korean Bar Association Registered Attorney • Brown University – B.A. Economics • Former Legal Team, Samsung C&T • Former Equity Research, BofA Merrill Lynch • CAMS Certified (Anti-Money Laundering) • Certified Startup-Specialized Attorney
Kyusung Lee Attorney at Law 
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