[2] In a case where a director was dismissed by a resolution of a general meeting of shareholders and a new director was appointed by a resolution of a new general meeting of shareholders, whether there is a benefit of lawsuit seeking confirmation of non-existence of a resolution of removal of director or invalidity (negative)

[2] If a director is dismissed from office before the expiration of his/her term of office by a resolution of the general meeting of shareholders on replacement of an officer, and if a new director is appointed and completed registration of appointment by the resolution of the general meeting of shareholders newly held thereafter, unless there are special circumstances such as the absence or invalidity due to procedural defects other than the defect of the general meeting held by the unentitled person, or the cancellation of the resolution, it shall be deemed that a new resolution of the general meeting of shareholders is null and void even if the original resolution of the replacement of a director is null and void, it shall be deemed to lack the protection requirement of rights as a lawsuit for confirmation, because it is attributable to seeking confirmation of past legal relations or legal relations.

1. Examining the reasoning of the lower judgment in light of the records, the lower court acknowledged facts as indicated in its reasoning based on the macroscopic evidence, and based on the facts of its recognition, it is fully acceptable to determine that: (a) Nonparty 1 transferred 39,000 shares of the Defendant Company, which he had originally owned in the name of Nonparty 2 and Nonparty 3, to Nonparty 4; (b) was duly returned from the above Nonparty 4 through the Staff Representative Management Countermeasure Committee and the Defendant Company’s Creditor Group; and (c) there is no error of law by misunderstanding of facts

Therefore, we cannot accept the judgment of the court below because it merely criticizes the selection of evidence and the recognition of facts, which are the exclusive authority of the court below, or attacks the judgment of the court below in its independent opinion

2. Even if a temporary general meeting of shareholders was conducted without a resolution of the board of directors required by Acts and subordinate statutes and the articles of incorporation and without a resolution of the board of directors required, if all shareholders on the list of shareholders agree to hold the general meeting and without any objection, it shall be valid unless there are special circumstances (see Supreme Court Decisions 78Da1794, Jun. 26, 1979; 92Da48727, Feb. 26, 1993; 92Da48727, Feb. 26, 1993, etc.). Even if a director was dismissed from office before the expiration of his/her term of office by a new resolution of the general meeting of shareholders, if a new resolution of the general meeting of shareholders was passed after the appointment of a new director by the new resolution of the general meeting of shareholders and completed the registration of the appointment, it shall be deemed that the new resolution of the general meeting of shareholders is invalid or invalid due to procedural defect other than that of the non-entitled person, or its initial resolution is revoked.

In this regard, the court below held that there is no legal interest in the lawsuit of this case disputing the validity of the resolution of the general meeting of this case on the ground that there is no evidence to conclude that the status of the officer, etc. appointed at the new general meeting of this case depends on the present legal relationship or legal relationship, such as where the status of the officer, etc. appointed at the general meeting of this case depends on the existence of the resolution of the general meeting of this case and the board of directors after the new resolution of the general meeting of this case was adopted to replace the officer after the non-existence of the plaintiff or the revocation of the resolution of the general meeting of this case seeking the revocation of the resolution of this case, and there is no error of law by misunderstanding the legal principles as to the interest in confirmation in the lawsuit seeking confirmation of the existence of the resolution

3. Therefore, the appeal is dismissed, and all costs of appeal are assessed against the losing party. It is so decided as per Disposition by the assent of all participating Justices on the bench.

Justices Chocheon-sung (Presiding Justice)