손해배상(기)
1. The plaintiff (Counterclaim defendant)'s main claim and the defendant (Counterclaim plaintiff)'s counterclaim are all dismissed.
2. Of the costs of lawsuit.
1. Basic facts
A. Defendant B is registered as a shareholder holding 10,000 shares in the Plaintiff Company’s register of shareholders (20% shares). From around 1995 to around 2015, Defendant B also entered as a director of the Plaintiff Company in the register of shareholders, and is between Defendant C and the husband.
B. Article 33 of the articles of incorporation of the Plaintiff Company provides that remuneration for executives shall be determined by a resolution of the general meeting of shareholders. From around 1995 to around 2015, Defendant B received from the Plaintiff Company KRW 1,007,424,00 as a director’s salary without an express resolution of the general meeting of shareholders without actually engaging in, or performing, the operation of the Plaintiff Company.
【Ground of recognition】 The fact that there has been no dispute, Gap evidence 1, Eul evidence 1 and 4, the purport of the whole pleadings and arguments
2. Determination on the main claim
A. The plaintiff company's assertion 1) The plaintiff company received KRW 1,07,424,00 from the plaintiff company as follows: (i) the defendants illegally brought about the plaintiff company's funds due to embezzlement, breach of trust, etc.; (ii) the plaintiff company jointly and severally did not enter into a compensation agreement; or (iii) the defendants jointly and severally received excessive remuneration compared to the business performed by the defendant Eul even if there was a subordinate compensation agreement, or (iv) the defendant is jointly and severally liable for return of unjust enrichment. (ii) The defendants are entitled to receive remuneration according to the articles of incorporation or the resolution of the general meeting of shareholders pursuant to Article 388 of the Commercial Act even if a nominal director is nominal director; (iii) the actual shareholders of the plaintiff company are D and the defendant C; and (iv) they are the same as those of the plaintiff company after the resolution of the general meeting of shareholders due to the agreement to pay wages to the defendant Eul around 195.
B. According to Article 388 of the Commercial Act, the remuneration of directors of a stock company shall be determined by the articles of incorporation.