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(영문) 대전지방법원천안지원 2017.09.29 2017가합100317

이사회결의 무효확인

Text

1. The plaintiff's claim is dismissed.

2. The costs of lawsuit shall be borne by the Plaintiff.

Reasons

1. Basic facts

A. The Plaintiff served as the Defendant’s representative director from April 25, 2007 to March 12, 2008, and was employed as the Defendant’s internal director from April 25, 2007 to February 10, 2017.

In addition, since 2006, the Plaintiff has been working as the representative director of the Chinese Limited Corporation (hereinafter “China Corporation”) located in China, which was invested and established by the Defendant.

B. On January 13, 2017, the Defendant held a temporary directors meeting.

At the time of the above provisional board of directors, three directors of the defendant were D (representative director), E, and the plaintiff (each inside director), and the auditor was F. The above provisional board of directors was present at D, E, and auditor. The above provisional board of directors was present, and a resolution was made to dismiss the plaintiff as the representative director of the Chinese corporation by unanimous opinion.

(hereinafter the above ad hoc director meeting "the board of directors of this case" and a resolution of dismissal made in the above ad hoc society (hereinafter "the resolution of this case").

In fact, the defendant has established the Chinese corporation and is in the position of controlling the Chinese corporation, and the defendant has passed a resolution to dismiss the representative director of the Chinese corporation through the board of directors, and if it has notified the Chinese corporation of the above resolution, the representative director of the Chinese corporation will lose the status of

[Ground of recognition] The fact that there is no dispute, Gap's evidence Nos. 1 and 2, and the purport of the whole pleading

2. Summary of the plaintiff's assertion

A. The defendant held the board of directors of this case at will without undergoing the procedure for convening the board of directors under Article 390(3) of the Commercial Act, and made the resolution of this case. The resolution of this case is significant and obvious that procedural defects are invalid.

B. The Defendant dismissed the Plaintiff from the representative director of a Chinese corporation on the ground that the Plaintiff committed an illegal act that infringes on the interests of the company in China. However, the above dismissal ground cited by the Defendant is unclear and no ground exists, and thus, it cannot be a justifiable ground for dismissal.

The instant resolution is unilaterally made without justifiable grounds.