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LEGALITY OF REAL ESTATE TRANSACTIONS NOT SPE-CIALLY APPROVED BY SHARE-HOLDERS' MEETING
The Company Act provides that the transfer of the entire or an essential part of a company's business or assets requires approval by special resolution of a shareholders' meeting. According to a 1992 appeal judgment of the Supreme Court, "transfer of an essential part of a company's business or assets" means that the transfer of such business or assets would cause the company be unable to achieve the business in which it was engaged. Based on the above judgment, the Taiwan High Court stated in a 2008 civil appeal judgment that in order to both protect the interests of company shareholders and uphold the security of transactions, the view taken in judicial practice that a company's transfer of an essential part of its business or assets is void if not approved by special resolution of a shareholders meeting, should be taken to refer to a transfer of business or assets that would leave the company unable to achieve the business in which it is engaged. Therefore, if the property in question comprises land and buildings that are "idle assets" of the company, the sale of such real estate cannot cause the company be unable to achieve the business in which it is engaged. Accordingly, even if the sale has not been approved by special resolution of a shareholders' meeting, a contract entered into by the company for the sale of such real estate remains valid.