"Infinite Healthcare's Extraordinary Shareholders' Meeting Resolution on Articles Amendment is Lawful"

The court has ruled that the amendment of the articles of incorporation at the extraordinary general meeting of Infinite Healthcare, a medical healthcare specialist company, was conducted legally.

On the 31st, Infinite Healthcare announced that on July 24, the Seoul Southern District Court dismissed and rejected in its entirety the lawsuit filed by former co-CEO A, which sought confirmation of non-existence of the extraordinary general meeting resolution dated December 13, 2024.

At this extraordinary shareholders' meeting, the company amended four provisions of the articles of incorporation, including the supermajority requirement clause (Article 31) and the golden parachute clause (Article 38), and appointed one new inside director.

The main issue was whether the vote on the agenda items regarding the supermajority requirement and the golden parachute amendments met the quorum. The previous articles of incorporation of Infinite Healthcare specified that the supermajority requirement was applicable only when the purpose of the amendment was to affect control of the company or to facilitate a hostile merger and acquisition (M&A), and this was confirmed by the board of directors.

The court determined that Mr. A did not possess independent management control. At the time, Solborn, as the largest shareholder, held approximately 47% of the shares and thus controlled the company's management rights, whereas the plaintiff held only about 0.07% stake and served solely as a professional manager in charge of company operations. Furthermore, as there was no hostile M&A attempt at the time, the court deemed that there was no management rights dispute, nor could the circumstances be seen as influencing management rights.

An official from Infinite Healthcare stated, "This ruling has confirmed the legality of both the procedure and resolutions of the extraordinary shareholders' meeting. We will continue to respond diligently to related matters in accordance with proper procedures and regulations in the future."

This content was produced with the assistance of AI translation services.