주주총회결의부존재확인
1. The instant lawsuit shall be dismissed.
2. The costs of lawsuit shall be borne by the Plaintiff.
1. On February 19, 2016, the Defendant asserted that the absence of the resolution of the temporary general meeting of shareholders on April 23, 2015, which appointed C as an in-house director, is unlawful since the Defendant newly appointed Nonparty C as an in-house director at the temporary general meeting of shareholders held in accordance with the decision of permission to convene the temporary general meeting of shareholders by this court.
On the other hand, the director was dismissed from office before the expiration of his term of office by a resolution of the general meeting of shareholders on the replacement of officers, and there was an appointment of a successor director
Even if a director is appointed and registered later by a resolution of a new valid general meeting of shareholders, if the resolution of the new general meeting of shareholders is completed later, barring special circumstances such as the absence or invalidation due to a procedural defect other than the defect of the general meeting convened by an unentitled person, or the cancellation of the resolution, it would be reasonable to seek the non-existence or invalidity of the resolution even if the resolution of the new general meeting of shareholders is null and void, and thus, it would be deemed to lack the protection requirement of rights as a lawsuit for confirmation.
(See Supreme Court Decision 96Da24309 Decided October 11, 1996, etc.). In full view of the purport of Gap evidence Nos. 1, Eul evidence Nos. 1, and Eul evidence Nos. 1, 11 through 15 and the whole purport of pleadings, the plaintiff was appointed as the defendant's inside director and the representative director on April 23, 2012, but retired from the representative director on April 25, 2014, Article 25 of the defendant's articles of incorporation stipulates that the term of office of inside director shall be three years after the defendant assumes office; Article 25 of the defendant's articles of incorporation stipulates that the plaintiff among the total shares issued by the defendant company 30,000 shares issued by the defendant, the plaintiff held 6,00 shares, D 6,00 shares, E, and C 9,00 shares, respectively
D, E, and C did not notify the Plaintiff on April 23, 2015, a special general meeting of shareholders and a resolution to appoint C as an internal director (hereinafter referred to as “instant resolution”).