The Supreme Court rendered the 103-Tai-Shang-1876 Civil Decision of September 11, 2014 (hereinafter, the "Decision"), holding that pursuant to a resolution adopted during the Civil Department Meeting of the Supreme Court on August 5, 2014, resolutions adopted during a shareholders' meeting are legal acts established by the majority of shareholders through parallel and coordinated indication of intent and meeting of minds. If the law requires that a resolution be adopted with the attendance of shareholders holding at least a certain amount of shares, the attendance of such shareholders who hold at least such certain amount of shares is a prerequisite for the legal act to be valid.If such prerequisite is not satisfied, resolutions adopted during a shareholders' meeting should be invalid. This is not simply an issue of illegal resolution methods. Therefore, Article 174 of the Company Law provides that unless otherwise stipulated, resolutions at a shareholders' meeting shall, unless otherwise provided for in this Act, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares. Ifthe shareholders present in a shareholders' meeting do not hold over one half of the total outstanding shares, resolutions adopted in the meeting are certainly not valid rather than merely revocable pursuant to law.

According to the facts underlying the Decision, Appellant A is a shareholder of Appellee B Co., Ltd. After the former chairman of B Co. was deceased, there were only two directors left. In October 27, 2008, a board meeting was convened and a resolution was adopted to elect one of them to be the chairman to call the shareholders' meeting at issue. Appellant A revised his primary complaint on the ground that the shares held by the shareholders attending the shareholders' meeting at issue did not reach the majority of the total outstanding shares. To seek a judgment that declares the invalidity of the resolutions adopted during the shareholders' meeting at issue, the first secondary complaint seeks to confirm the invalidity of the resolutions adopted during the shareholders' meeting at issue and the second secondary complaint seeks a judgment that sets aside the resolutions adopted during the shareholders' meeting at issue. The original trial court found in its decision that since the shareholders attending the shareholders' meeting at issue do not represent the majority of the total outstanding shares in violation of Article 185, Paragraph 1 of the Company Law, the resolution method employed in the shareholders' meeting is illegal pursuant to the 63-Tai-Shang-965 Decision of the Supreme Court. The original trial court also held that only shareholders may file a complaint with the court to set aside such resolutions within one month after the date of resolution and set aside and rejected the complaint concerning the invalidity of the resolutions.

In this Decision, however, it was indicated that the Civil Department Meeting of August 5, 2014 decided that the above-mentioned legal precedents will no longer apply and that resolutions adopted during a shareholders' meeting are legal acts established by the majority of shareholders through parallel and coordinated indication of intent and meeting of minds. If the law requires that a resolution be adopted with the attendance of shareholders holding at least a certain amount of shares, the attendance of such shareholders who hold at least such certain amount of shares is a prerequisite for the legal act to be valid.If such prerequisite is not satisfied, resolutions adopted during a shareholders' meeting should be invalid. This is not simply an issue of illegal resolution methods. Such new opinion is binding. Article 174 of the Company Law provides that unless otherwise stipulated, resolutions at a shareholders' meeting shall, unless otherwise provided for in this Act, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares. Since the shareholders attending the shareholders' meeting at issue do not represent over one half of the total outstanding shares, the resolutions adopted in the meeting are certainly invalid. Therefore, the original trial court inappropriately held that Wen-tong Hung should not file a complaint to confirm that the resolutions adopted during the shareholders' meeting at issue are invalid and ruled against his primary complaint. In addition, regardless of the validity of the grounds for the primary complaint, since the trial on the matters of fact was still pending, portions regarding the secondary complaints were also reversed and remanded.