주주총회결의 부존재확인 등
1. The Intervenor’s appeal is dismissed.
2. The costs of appeal are borne by the Intervenor joining the Defendant.
3...
1. The grounds for admitting the judgment of the court of first instance are as stated in the reasoning of the judgment of the court of first instance, except for the following additional parts, and thus, they are cited pursuant to the main sentence of Article 420 of the Civil Procedure Act.
2. Additional parts
A. (1) Whether the defendant representative director’s term of office of the plaintiff’s defendant representative director was expired as of November 26, 2016, the plaintiff’s resolution of dismissal and appointment resolution of this case (hereinafter “each resolution of this case”) as to the plaintiff.
(2) There is no practical benefit to dispute the existence or validity of the instant lawsuit, and thus, the instant lawsuit should be dismissed. (2) A director of the relevant legal doctrine is dismissed from office before the expiration of his/her term of office by a resolution of replacement of the officer, and there was a subsequent appointment
Even if a director is appointed after due process, seeking confirmation of invalidity even if the initial resolution on the re-election of a director is null and void is based on a claim for confirmation of the past legal relations or legal relations. However, if the resolution of the re-election of a director is deemed to be non-existence due to any procedural defect other than the defect of the general meeting called a general meeting convened by an unentitled person, the determination of invalidity of the initial resolution on the appointment of the director has a direct interest in the determination of the current officer. In this case, there is a legal interest to seek confirmation of invalidity of the initial resolution on the appointment of the director.
(See Supreme Court Decision 93Da61338 delivered on July 28, 1995). In addition, even if the term of office of all or some of the directors of a corporation under the Civil Act has expired or retired, the appointment of a successor director was not made, or the appointment of a successor director was made, the resolution of appointment is null and void, and the remaining directors can not carry out the activities of a normal corporation.