주주총회결의부존재확인
1. The primary claim is to seek the removal of a director or representative director and the absence of a resolution of appointment from among the lawsuits in this case.
1. Basic facts
A. The Defendant Company is a company that conducts relevant business, such as purifying fishing grounds, collecting marine wastes, and interim disposal of construction wastes.
B. On December 16, 2012, the Plaintiff was appointed as the auditor of the Defendant Company.
B. On September 18, 2014, a temporary general meeting of the Defendant Company was held, and three persons present at the meeting passed the following resolutions:
(1) The representative director C, in-house directors D, and auditor shall be dismissed, respectively. (2) The representative director E, in-house directors F, and auditor G shall be appointed respectively.
[Identification Evidence] Evidence No. 12-12, Evidence No. 3-3, the purport of the whole pleadings
2. Judgment on the main defense of this case
A. The Defendant’s main defense defense Plaintiff filed the instant lawsuit in the capacity of the shareholder of the Defendant Company, and the Plaintiff is not the shareholder of the Defendant Company, and there is no interest in the lawsuit seeking confirmation or revocation of the instant resolution.
B. 1) With respect to the primary claim, Article 376(1) of the Commercial Act provides that the person entitled to file a lawsuit for cancellation of a resolution of a general meeting of shareholders shall be limited to the shareholders, directors, or auditors of the relevant company. On the other hand, the lawsuit for confirmation of non-existence of a resolution of the general meeting of shareholders shall be limited to the person entitled to file the lawsuit, who has interest in confirmation shall be standing to sue. However, the term "interest in confirmation" shall be limited to cases where the resolution specifically infringes on his/her rights or legal status and directly affects the resolution.
(See Supreme Court Decision 79Da2267 delivered on October 27, 1980). The Plaintiff brought a lawsuit in this case by asserting that it is a shareholder holding 11,000 shares of the Defendant Company (55%). In light of the health class and the following circumstances as to whether the Plaintiff is a shareholder of the Defendant Company, the Plaintiff is the Defendant Company at the time of the instant provisional ownership resolution.