주주총회결의부존재확인 청구의 소
1. Of the instant lawsuits, the part demanding confirmation of the absence of the resolution of the ordinary shareholders’ meeting on March 31, 2015, and the part demanding confirmation of invalidity.
1. The ratio of shares held by Plaintiffs 240,00 per share on the basis of the basic facts to Plaintiff G 240,000 per share of 40,00 per share G 240,000 per share of H 120,000 per share of 600,000
A. The Defendant is a company running the freezing and freezing business of agricultural and fishery products, and since July 15, 2009, the Defendant’s shareholders and their shares are as follows.
B. On March 31, 2015, following the attendance of shareholders other than the Plaintiff, the Defendant’s general shareholders’ meeting was held on March 31, 2015, and appointed inside directors C, outside directors D, and E, who resigned on the same day, as directors and outside directors, respectively. The minutes of the shareholders’ meeting were prepared to the effect that C, D, and E were appointed as auditors, and C, D, and E were reappointed after resignation, and the registration of the corporation was completed with the effect that F was reappointed.
C. After that, the Plaintiff filed the instant lawsuit, and filed an application for a provisional disposition suspending the performance of duties in this court, etc., the effect of the said regular general meeting of shareholders is multi-investment, the Defendant’s representative director C, August 27, 2015, sent a notice of convening a special general meeting of shareholders stating “temporary general meeting of shareholders: (a) the date and time of the temporary general meeting of shareholders: (b) the case of appointing directors: (c) the case of appointing directors; (d) the case of appointing auditors: (e) No. 2: the case of appointing auditors; and (e) the case of appointing auditors; and (e) the notice reached the Plaintiff on the 31st of the same month.
On September 3, 2015, the Plaintiff sent to the Defendant a document to recommend two candidates for the intra-company director by means of a concentrated vote under Article 382-2(1) and (2) of the Commercial Act at the above provisional general meeting of shareholders.
However, on September 14, 2015, the defendant's representative C, at a special general meeting of shareholders, proposed that the recommendation of the plaintiff's inside director was made six weeks prior to the date of the general meeting of shareholders as stipulated in Article 363-2 of the Commercial Act, because it did not so, the plaintiff's recommendation was conducted at the general meeting, excluding two persons from the candidates for inside directors
As a result, in-house directors who have resigned from the above provisional shareholders' meeting on the same day.