주주총회결의취소
1. The plaintiff's appeal is dismissed.
2. The costs of appeal shall be borne by the Plaintiff.
The purport of the claim and appeal is the purport of the appeal.
1. The reasoning of the judgment of the court of first instance citing the instant case is as stated in the reasoning of the judgment of the court of first instance except for modification or addition as stated in the following Paragraph (2). Thus, it is acceptable in accordance with the main sentence of Article 420 of the Civil Procedure Act.
2. Revised and added parts;
A. The part regarding “a resolution of the board of directors” under Article 22(2) of the Articles of Incorporation is inconsistent with Article 30 of the Articles of Incorporation, which provides that a resolution of the board of directors shall not constitute a board of directors, and the part regarding “a resolution of the board of directors” is deemed to be an error in establishing the Articles of Incorporation.”
B. Part 6 of the judgment of the court of first instance inserting the following part of the judgment of the court of first instance in the front part of the "this part of the plaintiff's assertion is without merit."
- The Plaintiff’s assertion is as follows: (a) the Defendant constituted a board of directors prior to the instant provisional shareholders’ meeting on May 26, 2016 and made a resolution identical to the resolution by the board of directors (the Defendant borrowed KRW 2 billion operating funds from Daegu Bank). As such, the convening of the instant provisional shareholders’ meeting ought to have gone through the resolution by the board of directors pursuant to Article 22(2) of the Articles of Incorporation of the Defendant.
Article 30 of the Defendant’s Articles of Incorporation provides that “The representative director and directors of the Defendant shall be not less than one representative director and not more than one director, and the board of directors shall not be organized.” According to Article 383(6) of the Commercial Act, the representative director may take charge of the functions of the board of directors. As such, Article 30 of the Defendant’s Articles of Incorporation provides that “the term “the total amount of capital is less than one billion won and the number of directors is less than two,” the term “shall not constitute the board of directors” does not violate several provisions of the Commercial Act requiring the resolution of the board of directors; ② the provisions of Article 362 of the Commercial Act concerning the convocation of the general meeting of shareholders shall be mandatory; and according to Articles 362 and 383(1) and (6) of the Commercial Act, the term “the total amount of capital is less than one billion won