주주총회결의취소
1. All appeals filed by the plaintiff and the defendant are dismissed.
2. The costs of appeal shall be borne by each party.
The purport of the claim and appeal is the purport of the appeal.
1. Basic facts
A. The Defendant Company as a party is a company that had been engaged in business such as consignment sale and distribution of Cheongju from around April 1999, and as of March 2016, F was appointed as representative director, F’s punishment, and C and D as an internal director.
Meanwhile, the Plaintiff is a minority shareholder who holds approximately 18.14% of the shares of the Defendant Company and 38,086 shares.
B. The total number of shares issued by the Defendant Company as of March 14, 2016 is 210,000 shares, and the shareholders’ status are as follows.
C 103,739 G 5,335 Plaintiffs 38,086 H 5,122 I6,375 J 4,268 F 6,300 K 3,735 D 6,735 L 3,735 M 3,735 M 6,300 N 3,735O 6,300 P 3,730 P 6,300 Q 6,300
C. According to the Articles of incorporation of the Defendant Company, remuneration for directors shall be determined at a general meeting of shareholders (Article 46 of the Articles of incorporation, and Article 388 of the Commercial Act): Article 46 of the Articles of incorporation of the Defendant Company: Matters not prescribed in the Articles of incorporation shall be determined by a resolution of the general meeting of shareholders, the Commercial Act, and the social norms. Article 388 of the Commercial Act provides that remuneration for directors shall be determined by a resolution of the general meeting of shareholders, if not stipulated in the articles of incorporation. A resolution of the general meeting of shareholders provides that a resolution of the general meeting of shareholders shall be held with attendance of shareholders corresponding to the majority of the total number of issued and outstanding shares and shall be made with the consent of the majority of the issued and outstanding shares (Article 22 of the Articles of incorporation) on March 14, 2016 (Article 22 of the Articles of incorporation).
3) Article 21 (Exercise of Voting Rights by Proxy) of the Articles of Incorporation of the Defendant Company that has delegated the voting rights of 10 of the total shareholders (15 shareholders) among the 15 shareholders (10 shareholders, including the exercise of voting rights by proxy), F, and Q: A shareholder may have a proxy attend the general meeting of shareholders and exercise the voting rights.
An agent shall be dispatched from a written company proving his/her agent before the general meeting of shareholders commences.