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(영문) 인천지방법원 2015.08.27 2014가합14234

퇴직금

Text

1. The plaintiff's claim is dismissed.

2. The costs of lawsuit shall be borne by the Plaintiff.

Reasons

1. The parties' assertion

A. The Plaintiff is serving as the Defendant’s representative director from November 22, 2011.

On August 12, 2014, after the intra-company director was changed to the inside director, retired on September 3, 2014.

Article 36(2) of the Defendant’s Articles of Incorporation amended on December 25, 2011 provides that “The payment of retirement allowances and bonuses to directors and auditors shall be governed by the separate and separate payment provisions in addition 1 and annexed 2,” and among them, the separate payment grounds, calculation methods, etc. for retirement allowances of executives are stipulated under the title “the separate payment provisions for retirement allowances for executives”.

The amendment to the articles of incorporation of December 25, 201 is referred to as "the amendment to the articles of incorporation of the case."

The defendant is obligated to pay retirement allowances to the plaintiff in accordance with the calculation method under the above provision, since the defendant prepared the above provision for the payment of retirement allowances for the executive officer upon resignation of the executive officer.

B. On December 25, 2011, the Plaintiff sought retirement allowance based on the provision on the payment of retirement allowances for executives prepared by the amendment of the articles of incorporation of the instant case. However, the Defendant did not hold a general meeting of shareholders to amend the articles of incorporation of the instant case around December 25, 201.

Even if a resolution of the general meeting of shareholders is required to determine matters related to the remuneration of directors, such as retirement allowances, or to amend the articles of incorporation, the amendment of the articles of incorporation is null and void as it was made without a resolution of the general meeting of shareholders, and the plaintiff is not entitled to seek retirement allowances from the defendant

2. Determination

A. In light of the following circumstances, it is insufficient to acknowledge that the evidence submitted by the Plaintiff was a resolution of the general meeting of shareholders for the amendment of the articles of incorporation on December 25, 201, solely based on the evidence submitted by the Plaintiff, for the purpose of the amendment of the articles of incorporation, around December 25, 201.

참조조문