대표이사 해임 청구의 소
1. All of the instant lawsuits are dismissed.
2. The costs of lawsuit shall be borne by the Plaintiff.
1. The plaintiff's assertion
A. The non-party company is a corporation mainly engaged in the production of performances, planning of performances, and the operation of theaters.
The plaintiff is a shareholder who holds 50% of the shares of the non-party company and the defendant is a shareholder who holds 50% of the shares of the non-party company and an internal director and a representative director.
B. The Defendant committed unlawful acts under Article 385(2) of the Commercial Act, such as embezzlement of funds or evasion of taxes while operating the non-party company, or acts violating the statutes or the articles of incorporation.
C. Since the Defendant is a shareholder holding 50% of the shares of the non-party company and thus it is impossible to dismiss the non-party company through a general meeting of shareholders, the Defendant’s director and representative director shall be dismissed from office
2. Determination
A. A lawsuit seeking the dismissal of a representative director is allowed only where a lawsuit seeking the dismissal of a representative director constitutes a lawsuit seeking the alteration and formation of a legal relation, and a lawsuit seeking the formation of a legal relation is permitted where the law explicitly provides for the request for dismissal of a representative director. As such, Article 385(2) of the Commercial Act only provides for the request for dismissal of a director, and does not provide for the legal provision that a request for dismissal of
B. Article 385(2) of the Commercial Act provides that “If a director refuses to dismiss him/her at a general meeting of shareholders even though he/she has committed an unlawful act in connection with his/her duties, or a serious violation of the statutes or the articles of incorporation, a shareholder who holds no less than 3/100 of the total issued and outstanding shares may request the court to dismiss the director within one month from the date when the resolution of the general meeting is adopted,” thereby providing that “the dismissal of the director at the general
However, the plaintiff is a person who does not directly undergo a general meeting of shareholders in the cause of the claim in this case. This part of the lawsuit is a requirement for the plaintiff's claim to dismiss directors.