주주총회결의무효확인 등
1. The plaintiff's claim is dismissed.
2. The costs of lawsuit shall be borne by the Plaintiff.
1. The following facts do not conflict between the parties, or may be acknowledged by taking account of the whole purport of the pleadings in each entry in Gap evidence Nos. 1, 3, and 4:
The defendant is a company established on September 17, 2012 for the purpose of house rental business, etc., and the plaintiff is the defendant's shareholder.
B. The Defendant’s shares each owned 34%, D 33%, and E 33%.
C. On May 12, 2015, the Defendant made a resolution to appoint C as an auditor with the consent of D and E at a temporary general meeting of shareholders held in the presence of the Plaintiff, D and E (hereinafter “instant resolution”).
2. The appointment of auditors of the plaintiff's assertion requires a majority of the voting rights of the shareholders present and a majority of 1/4 or more of the total number of issued and outstanding shares. If auditors are appointed, shareholders who hold more than 3/100 of the total number of issued and outstanding shares may not exercise voting rights on the shares in excess
D and E do not exercise voting rights over the shares exceeding 33% of the defendant's shares, and therefore, the resolution of this case was conducted with the consent of 6% in total. The resolution of this case satisfies the majority requirement of the shareholders present at the meeting, but the quorum does not meet the consent requirement of 1/4 or more of the total number of shares issued and outstanding, so it is null and void in violation of Article 409 (2) of the Commercial Act and Article 26 of the defendant's articles of incorporation.
3. Relevant regulations and judgments
A. The following contents of the relevant provisions are acknowledged by the entry of Gap evidence 2, the substantial facts to this court, and the purport of the entire pleadings:
(1) Except as otherwise provided in this Act or in the articles of incorporation, a resolution of the general meeting shall be adopted by the majority of the shareholders present and by one fourth or more of the total number of issued and outstanding shares.
§ 371 (Calculation of Quorum and Number of votes) (1).