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(영문) 서울중앙지방법원 2013.11.07 2013가합521895

회사에 관한 소송

Text

1. The defendant C is dismissed from office as director of the defendant corporation B.

2. The costs of lawsuit are assessed against the Defendants.

Reasons

1. Facts of recognition;

A. The Plaintiff was appointed as a shareholder holding 2,400 shares (24%) of Defendant B Co., Ltd. (hereinafter “Defendant Company”) at a provisional shareholders’ meeting on January 18, 2013 as a director D and Defendant C.

B. From July 25, 2008 to April 18, 2013, Defendant C was registered as a director of E (hereinafter “E”). However, the certified transcript of corporate register of E includes “cadastral property service, industrial property brokerage, technology evaluation, and management consulting business,” etc. The certified copy of the corporate register of Defendant C is indicated as “technical evaluation and transfer business, development and sale business against technology evaluation models, patent information sales brokerage business, patent property value assessment business, intellectual property registration licensing business, patent information research, technology commercialization and management consulting, etc.”

C. On April 15, 2013, Defendant Company: (a) held a board of directors and resolved to present an agenda item on the removal of directors against Defendant C as a bill of a temporary general meeting of shareholders (hereinafter “instant agenda item”); (b) on April 29, 2013, the instant agenda item was rejected at the temporary general meeting of shareholders held on April 29, 2013.

[Ground for recognition] Defendant Company: The fact that there is no dispute over Defendant C: the entry of evidence Nos. 1 through 7, 9, and 10, and the purport of the whole pleadings, as a whole, of confessions (Article 150(3) and (1) of the Civil Procedure Act)

2. Determination

A. Article 397(1) of the Commercial Act provides that "a director, on his own account or on the account of a third party, may not be a director of another company engaged in the same trade or the same kind of business as that of the same company, unless the board of directors approves the approval of the board of directors." Article 385(2) of the Commercial Act provides that "a director shall not be a director of the same company, on the account of his/her own account or on the account of a third party, or on the account of a serious violation of the laws and regulations or the articles of incorporation in connection with his/her duties."