주주총회결의무효확인
1. All of the plaintiff's claims are dismissed.
2. The costs of lawsuit shall be borne by the Plaintiff.
1. The following facts may be acknowledged by taking account of the respective descriptions of Gap evidence Nos. 1, 2, Eul evidence Nos. 1, 5, and 6 (including each number; hereinafter the same shall apply) and the whole purport of the pleadings:
The plaintiff is a shareholder of 11,961 share out of the total number of shares issued by the defendant company and was the former representative director of the defendant company. The plaintiff was retired from the representative director according to the resolution of the general meeting of shareholders.
B. On March 16, 2015, Defendant Company held a general meeting of shareholders (hereinafter “instant general meeting”) and passed a resolution to appoint D, E, and C as an internal director, F as an auditor, and the said D as a representative director (hereinafter “instant resolution”).
2. Judgment on the plaintiff's claim
A. The gist of the plaintiff's assertion is that there is a defect in holding the general meeting of this case without the resolution of the board of directors, and it is erroneous in the convocation procedure by omitting a notice of convening or omitting the contents of the notice to some shareholders. The resolution of this case is not only a resolution made by a third party, who is not the representative director, but also a resolution made by the plaintiff to the middle of the general meeting of this case. Thus, the resolution of this case in this case is null and void due to serious defects in the convocation procedure, the method of resolution or the contents of the resolution, and even if it is not, the method of convening the general meeting of this case
B. First of all, in holding the instant general meeting, the Plaintiff held the board of directors on February 27, 2015, taking into account the overall purport of the pleadings in the statement No. 3 as to whether the resolution was adopted by the board of directors, and the board of directors of the Defendant Company may recognize the fact that the Defendant Company passed a resolution to hold the instant general meeting on March 16, 2015, i.e., the “36 regular general meeting of shareholders” on the same day. Thus, the Plaintiff’s failure to undergo the board of directors in holding the instant general meeting.