회사에 관한 소송
1. Of the plaintiffs' lawsuits in this case, part of the plaintiffs' claim for confirmation of the absence of a resolution of the general meeting of shareholders against Defendant C corporation.
As to the plaintiffs' claim for confirmation of non-existence of the shareholders' general meeting of shareholders on May 19, 2014, the provisional shareholders' meeting of the defendant C-C- against the defendant C's claim for confirmation of non-existence of the resolution of the shareholders' general meeting of shareholders is merely seeking confirmation of the non-existence of the above resolution, and there is no interest in confirmation because it is merely seeking confirmation of past legal relations.
Judgment
Even if a director is dismissed from office before the expiration of his/her term of office by a resolution of the general meeting of shareholders on replacement of the officer, if a director is appointed after the due process, it would be difficult to seek confirmation of invalidity of the initial resolution of replacement of the director even if the appointment of the former director is null and void, barring special circumstances, to seek confirmation of the past legal relationship or legal relationship, and thus lack of the requirements for protection of rights as a lawsuit for confirmation.
(See Supreme Court Decision 93Da61338 Decided July 28, 1995, etc.). Comprehensively considering the overall purport of the pleadings as to the statements in evidence Nos. 22, 28, 39, and 45, the minutes of the general meeting of shareholders containing that the Plaintiff was dismissed from, and E was appointed from, inside directors at, the temporary general meeting of shareholders held on May 19, 2014 by Defendant C. Accordingly, the above defendant’s certified transcript of the company was registered, and the number of directors under the above defendant’s articles of incorporation was three to five, and the term of office was set at two years, and it is recognized that F, E, and G was appointed as an inside director on the ground of the expiration of the term of office of the existing directors at the general meeting of shareholders held on March 20, 2019.
According to the above facts, even if there is a defect such as the absence of a resolution at the provisional shareholders' meeting on May 19, 2014, it is 2 years from the end of the next two years.