배당결의 무효확인
1. The plaintiff's claim is dismissed.
2. The costs of lawsuit shall be borne by the Plaintiff.
1. Basic facts
A. The Defendant issued a registered common shares and registered preferential shares, which are 5,000 face value per share, on December 31, 1998.2) The Defendant resolved to reduce capital of 5,000 won to 50 won to 500 won at a temporary general meeting of shareholders held on December 29, 2010 and to amend the articles of incorporation related thereto. The Defendant adopted a resolution to amend the articles of incorporation, such as the above special general meeting of shareholders, at the general meeting of shareholders held on the same day.
The provisions related to this case concerning the second priority shares of the amended articles of incorporation (hereinafter “instant priority shares”) are as follows.
Article 7-2 (Number and Details of Preferential Stocks) (1) The preferential stocks to be issued by this company shall be non-voting rights, and the number of such issued stocks shall be 200 million won.
(3) The details of the 2nd priority stocks, 3nd priority stocks, and 4nd priority stocks shall be as follows:
1. For preferential stocks, the board of directors shall determine the preferential dividend rate at the time of issuance at least 30% per annum on the basis of their par value;
3. Where the accumulated dividends have not been distributed for a certain business year with respect to preferential stocks, the accumulated dividends shall be preferentially distributed at the time of the distribution of dividends in the following business year; and
(4) Where a resolution not to make a fixed dividend for preferential stocks exists, the voting rights shall be deemed to exist for the period from the next general meeting of the general meeting where such resolution is adopted until the closing of the general meeting where such resolution is adopted.
(3) The dividends referred to in paragraph (1) shall be paid to the shareholders listed in the register of shareholders as at the end of each fiscal year or registered pledgee.
B. The Defendant’s consolidation and amendment of the articles of incorporation in accordance with the Defendant’s rehabilitation plan (i) began with the Seoul Central District Court 2013 Ma186, and the Defendant received a decision to authorize the rehabilitation plan from the above court on March 21, 2014, and the above rehabilitation procedure was completed on February 3, 2016.