Case:
 
Company A scheduled to convene a regular meeting of shareholders on June 20, 2012. However, due to a delay in preparation for the said shareholders’ meeting, it was until June 10, 2012, did Company A notify all shareholders of the convening of the said shareholders’ meeting. Shareholder B was aware that Company A’s delay in the aforesaid notification fails to comply with the procedural requirements (for the convening of a regular shareholders’ meeting) set forth by the law. Despite the foregoing, Shareholder B attended the said shareholders’ meeting without raising any objection at the said shareholders’ meeting. The next day following the said shareholders’ meeting, Shareholder B filed to a court (the “Court”), in accordance with Article 189 of the Company Act, requesting a court order to revoke a resolution adopted by the said shareholders’ meeting. Should the Court grant the said court order requested by Shareholder B?
 
Answer:
 
Article 172, Paragraph 1, of the Company Act requires that a notice on the convening of a regular shareholders’ meeting of a company shall be given to each shareholder of the company no later than twenty days prior to the scheduled meeting date of the said shareholders’ meeting. Accordingly, a non-public company shall notify each of the company’s shareholders of the convening of a regular shareholders’ meeting of the company no later than twenty days before the scheduled meeting date of the said shareholders’ meeting. The convening procedure for a regular shareholders’ meeting of a non-public company will be contrary to the law if the said non-public company fails to comply with the abovementioned requirement. Moreover, under Article 189 of the Company Act, a shareholder of a company may, within thirty days following the date of a resolution adopted by a shareholders’ meeting of the company (a “Shareholder Resolution”), file to a court requesting a court order to revoke the said Shareholder Resolution if the convening procedure for the said shareholders’ meeting is in contrary to any law, ordinance, or the Articles of Incorporation of the company. In brief, a shareholder of a non-public company may file to a court, in accordance with Article 189 of the Company Act, requesting a court order to revoke a Shareholder Resolution if the said non-public company fails to comply with the twenty-day prior notice requirement set forth in the Company Act before the convening of a regular shareholders’ meeting of the said non-public company.
 
It is worth noting that, in addition to the Company Act, the Civil Code may apply when the convening of a regular shareholders’ meeting of a company is contrary to any law. Article 56, Paragraph 1, of the Civil Code provides that “If the [convening] procedure or the method of a resolution of a general meeting of members violates the [law], regulations, or the bylaw of the corporation, any member may apply to the court to revoke the resolution within three months after the resolution, except the member who was present and did not make objection [to] the [convening] procedure or the method of the resolution at the meeting.”
 
On whether the proviso of Article 56, Paragraph 1, of the Civil Code applies to a request for a court order revoking a Shareholder Resolution (a “Request”), the Supreme Court in Taiwan (the “Supreme Court”) has held that “ the proviso of Article 56, Paragraph 1, of the Civil Code applies to a Request filed by a shareholder in accordance with Article 189 of the Company Act. The provisions of the Company Act and the Civil Code regarding a Request are in line with each other. The requirements for a Request set forth in the Company Act and the Civil Code are nearly identical, except that the time limit for the filing of a Request under the Company Act is different from that under the Civil Code. Allowing a shareholder of a company (who attended a shareholders’ meeting of the company without raising any objection to the convening procedure for or the resolution method of the said shareholders’ meeting thereat) to file a Request following the said shareholders’ meeting (alleging that the convening procedure for or the resolution method of the said shareholders’ meeting is in contrary to any law, ordinance, or the company’s Articles of Incorporation) is tantamount to allowing the said shareholder to overturn a Shareholder Resolution at will, significantly undermining the stability of a company. Moreover, neither should the law or order be subject to any arbitrary interference. Therefore, the proviso of Article 56, Paragraph 1, of the Civil Code should apply to a Request filed by a shareholder under Article 189 of the Company Act (see the Supreme Court Civil Judgment 76-Tai-Shang-595 (1984)).” In short, a shareholder attending a shareholders’ meeting without raising his objection at the said shareholders’ meeting is not eligible to file a Request afterward.
 
In light of the Supreme Court’s view above, in this case the Court should not grant the said court order requested by Shareholder B because Shareholder B did attend Company A’s shareholders’ meeting on June 20, 2012, without raising any objection at the said shareholders’ meeting.