임시주주총회결의 취소의 소
1. L, M, N as internal directors,O, P as outside directors, Q, and R at a special general meeting of shareholders held by the Defendant on October 31, 2018.
Facts of recognition
K Co., Ltd. (hereinafter referred to as "K") is 40,000 shares issued by a company established on November 14, 2008, and the Plaintiffs are K’s shareholders.
L, which is a shareholder of K, was subject to the decision to permit the convocation of a temporary general meeting of shareholders by the court 2018BT1060 on September 20, 2018, and held a temporary general meeting of shareholders on October 31, 2018 (hereinafter “instant general meeting”).
At the Assembly of this case, there was a resolution with the following contents (hereinafter “instant resolution”).
- No. 1 Bill: The appointment of the successor (in the country: L, M, N, and PO) of the director whose term of office expires - No. 2: the appointment of the successor to the auditor ( Q, R): The representative director (M) - The president of the General Assembly of this case declared a resolution without any voting vote, even though S, who is a shareholder of this case, expressed his/her opposing intent to each of the items, including voting shares delegated to him/her.
K's articles of incorporation stipulate the quorum of resolution and resolution at the general meeting of shareholders as follows:
Article 26 (Resolution and Quorum of Resolutions of General Meeting of Shareholders) (1) Except as otherwise provided for in the articles of incorporation and other Acts, the resolution shall be the majority of the voting rights of the shareholders present at the meeting and the number of not less than 1/4
(3) The following matters shall be resolved by two-thirds or more of the voting rights of shareholders present at the meeting and by one-third or more of the total number of issued and outstanding shares:
5. Removal of directors from office;
6. On November 29, 2018, some shareholders of K for the appointment and dismissal of a representative director filed an application for provisional disposition (excluding this Court 2018Kahap10407) with each director, auditor, or representative director appointed by the instant resolution to suspend the performance of his/her duties. The said application was cited to the purport that “The instant resolution passed by the instant meeting, which was resolved upon with the delegation of voting rights of 19,933 weeks (excluding 2,330 shares, the voting rights of 22,263 shares) at the instant meeting, is defective.”
[Based on recognition] Gap evidence 1 to 10 (including each number, if any).