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(영문) 제주지방법원 2021.03.26 2019가합12066

주주총회결의부존재확인 등 청구의 소

Text

The defendant's "cases of change of purpose" made at a shareholders' meeting on March 31, 2019 and "the change of head of director and auditor."

Reasons

1. Basic facts

A. The Plaintiff is a person whose term of office expires on March 31, 201, since the Plaintiff assumed office as the Defendant’s auditor on March 19, 2001.

B. On March 15, 2019, the Defendant sent to shareholders a notice of convening a general meeting of shareholders stating “the case of reporting the settlement of accounts, the case of appointing directors, and the case of amending the articles of incorporation” as the objective of the meeting. On March 31, 2019, the Defendant held a general meeting of shareholders at F cafeteria (hereinafter “instant general meeting of shareholders”).

(c)

At the time of the general meeting of shareholders of this case, the shareholders of the defendant were C [The share ratio (hereinafter omitted) 48.5%) and the plaintiff (12.5%) D, G, H, I, and J (7.8%). Among them, the remaining shareholders except the plaintiff are children of C and the fraudulent act.

Of the above shareholders, all the other shareholders except H and G were present at the general meeting of shareholders of this case, and H and G did not delegate the exercise of voting rights to each D and I, and did not appear.

(d)

The total number of the Defendant’s shares is 40,000 shares, and the total number of the 40,000 shares, which are unique to the number of the shareholders present, and the total number of the voting shares delegated by the shareholders absent.

E. The instant general meeting of shareholders adopted each resolution as shown in the separate sheet as to “the case of approval of the report of accounts, the case of change of purpose, the case of change of the number of directors and auditors, the case of change of officers, and the case of the retirement allowance payment clause.”

F. The defendant's in-house director was the representative director

C and in-house directors of the defendant

D has resigned from office directors on October 20, 2020.

G. The provisions of the defendant's articles of incorporation relating to each resolution made at a general meeting of shareholders of this case are as follows.

section 17 (Convocation) A regular general meeting of shareholders of a company shall be convened within three months from the date following the end of the business year, and the temporary general meeting of shareholders shall be convened whenever necessary.

Article 18 (Chairman) The representative director shall preside over the general meeting of shareholders.

However, other directors appointed by the board of directors shall preside over the publication of the representative director.

§ 19.