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(영문) 광주지방법원순천지원 2020.11.12 2020가합11446

회사에 관한 소송

Text

1. Each resolution of the Defendant’s provisional shareholders meeting on September 11, 2019 that appointed C, D, and E as internal directors, and F as auditors.

Reasons

1. Basic facts

A. The Plaintiff is a shareholder holding 2,00 shares out of 5,00 shares issued by the Defendant, and C is a shareholder holding 3,00 shares issued by the Defendant and the representative director of the Defendant.

B. C In accordance with the resolution of the board of directors on August 24, 2019, upon the resolution of the board of directors on August 27, 2019, “temporary: 9:00 am on September 11, 2019,” and “Bills” under the name of the Plaintiff:

1. A notice of convening a temporary general meeting of shareholders was sent by content-certified mail containing "cases of appointing directors upon the expiration of the term of office", etc.

C. On August 30, 2019, the Plaintiff, upon receipt of a muster notice, sent a reply to C by content-certified mail, demanding C to appoint directors by means of a concentrated vote under Article 382-2 of the Commercial Act.

On September 11, 2019, among the shareholders of the defendant C and C, D, who was delegated 1,250 shares out of the shares of the defendant C and C, C, as the chairperson, is the "general meeting of shareholders of this case".

A meeting was held.

C did not notify the fact that there was a request for appointment of directors in the method of intensive voting, and accordingly, a resolution was made to appoint C, D, and E as a defendant's internal director, and F as the defendant's auditor.

E. F appointed as an internal director at the shareholders’ meeting of this case as C, D, E, and auditor at the shareholders’ meeting of this case refers to the board of directors at the same date as the shareholders’ meeting of this case.

(B) The Defendant’s articles of incorporation hold a resolution to appoint C as the representative director. There is no provision excluding the centralized voting system. Article 33(3) of the Defendant’s articles of incorporation provides that the number of voting shares held by the largest shareholder or a person delegated to him/her with voting rights shall be added up in calculating the number of stocks for which voting rights are restricted at the time of appointing auditors. [Recognition grounds] In the absence of any dispute, A’s evidence Nos. 1, 2, 4 through 9, 11, 34 (including the number of each number), and evidence No. 6, and evidence No. 5.