주주총회결의무효확인 등의 소
The plaintiffs' primary claims and conjunctive claims against the defendant D respectively are dismissed.
Plaintiffs Co., Ltd.
1. Basic facts
A. On April 28, 2020, Plaintiff A Co., Ltd. (hereinafter “Plaintiff A”) and E, whose representative director is Plaintiff B, established Defendant C Co., Ltd. (hereinafter “Defendant Co., Ltd”), a non-listed corporation, for the purpose of running the business of manufacturing and selling Make.
B. At the time of the establishment of the Defendant Company, the Plaintiff A and E set forth 49% of the total number of shares issued by the Defendant Company (1,000 per share value of KRW 1,00,00) to be owned by the Plaintiff A and 46% E and 5% of the total number of shares issued by the Defendant Company, respectively, and appointed Plaintiff B and Defendant D as the joint representative director of the Defendant Company.
(c)
Accordingly, there was a dispute over the management of the Defendant Company between the Plaintiffs and E, and Defendant D independently without consultation with the Plaintiff, a joint representative director, on August 7, 2020, and Defendant D sent to the shareholders of the Defendant Company, on August 24, 2020, notice of convening a temporary general meeting of shareholders on the agenda of “(i) partial change of the meeting, (ii) repeal of the joint representative director provision, and (iii) the appointment of directors and auditors” (hereinafter referred to as “the agenda in the attached list”) as the agenda of the meeting at the meeting of the board of directors at the above place on August 24, 2020.
(d)
Accordingly, on August 18, 2020, the Plaintiffs filed an application for provisional disposition seeking the prohibition of holding the above general meeting of shareholders and the board of directors as the court 2020Kahap 50213, and this court rendered an application on August 21, 2020 on the ground that the part seeking the prohibition of holding the board of directors among the above applications was merely limited to two directors of the Defendant company and was not constituted by the board of directors, and dismissed the rest of the application.
E. On August 24, 2020, the Defendant Company held a general meeting of shareholders (hereinafter “instant general meeting of shareholders”) and passed a resolution as follows, while I, delegated by the Plaintiffs and E in Heung-gu G at Heung-gu, Seo-gu, Seoul, with the delegation of H and F, Co., Ltd., for each of the following reasons:
As a result of an agenda, the articles of incorporation.