Securities and Exchange Act Article 174-1

If a director, supervisor, managerial officer, or employee of a company that has issued securities under this Act commits a gratuitous act as set forth in Article 171, paragraph 1, subparagraphs 2 or 3 or set forth in paragraph 1, subparagraph 8 of the preceding Article, prejudicial to the rights of the issuer, the issuer may move for a court to void the act.If, at the time of the commission of a non-gratuitous act by a director, supervisor, managerial officer, or employee of a company under the preceding paragraph, such person knew the act to be prejudicial to the rights and interests of the issuer and the beneficiary of the act also knew of that circumstance at the time of receiving the benefit, the issuer may move for a court to void the act.When a motion is made to a court for voidance pursuant to either of the two preceding paragraphs, a motion may also be made for the court to order the beneficiary of the act or a party to whom any benefit was transferred to restore the status quo ante. However, this shall not apply if the party to whom the benefit was transferred was unaware of a cause for voidance at the time of the transfer.Any disposition of property between a director, supervisor, managerial officer, or employee under paragraph 1 and such a person's spouse, lineal relative, cohabiting relative, head of household, or family member shall be deemed a gratuitous act.Any disposition of property between a director, supervisor, managerial officer, or employee under paragraph 1 and any person other than those set forth in the preceding paragraph shall be presumed to be a gratuitous act.The right to voidance under paragraphs 1 and 2 shall be extinguished if not exercised within one year from the time the company learns there is cause for voidance or once ten years has passed from the time of the act.The provisions of the preceding 6 paragraphs shall apply to the directors, supervisors, managerial officers, or employees of a foreign company.