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(영문) 제주지방법원 2016.12.01 2015가합447

이사회선임결의 부존재

Text

There is no resolution that the defendant appointed C, D, and E as an internal director at the special shareholders' meeting on July 21, 2014.

Reasons

1. Facts of recognition;

A. 1) The Defendant is a company established on November 16, 2012 for the purpose of leasing passenger transport services, etc. (2) The Plaintiff was a representative director of the Defendant from the establishment of the Defendant to March 28, 2013, and was registered as a shareholder of 50% (17,500 shares) out of the total number of shares issued by the Defendant’s register of shareholders.

B. The reasons of the instant case are as follows: (a) F’s written consent prepared on July 21, 2014 by the general shareholders’ consent is the resolution to appoint C, D, and E as an intra-company director with the consent of all shareholders (hereinafter “instant temporary shareholders’ consent”).

(2) The minutes of the board of directors held on July 21, 2014 by the Defendant indicate that F holds a board of directors to appoint C as a representative director by holding a board of directors and voting for the appointment of C as a representative director.

3) On July 22, 2014, the Defendant completed the registration of appointment of directors C and representative directors C, inside directors D and E, respectively. (C) On December 2, 2013, the Defendant stated that the Defendant made a decision to dismiss the Plaintiff from office with the consent of 24,500 shares of shareholders F, present among the total number of shares issued and outstanding 35,000 shares, in light of the minutes of the temporary general meeting of shareholders held on December 2, 2013.

2) Accordingly, the Plaintiff filed a lawsuit seeking the revocation of the resolution of the above provisional shareholders’ meeting, and the Jeju District Court rendered a judgment that the said resolution of the provisional shareholders’ meeting should be revoked on the ground that the Defendant’s representative director F with 17,500 shares out of 35,00 shares issued at the time of the issuance of the said provisional shareholders’ meeting and the Plaintiff, who is a director, did not give notice of convening the meeting and that the quorum and the procedure for violating the statutes and the articles of incorporation for which the quorum and the quorum are not satisfied, were defective (No. 2013Ga3831, Nov. 27, 2014). The Defendant appealed against the appeal, but the appellate court dismissed the Defendant’s appeal (No. 2015Na122, May 25, 2016), and the Defendant appealed the appeal.