[주주총회결의취소등청구사건][하집1986(4),119]
Cases where revocation of a resolution of a general meeting of shareholders is deemed improper under Article 379 of the Civil Act;
All mutual savings and finance companies shall revise and implement the business year and accounting year in accordance with the guidelines of the finance division, and it is recognized that the defendant company has changed and implemented the accounting regulations concerning the fiscal year by the resolution of the board of directors, and the affairs of the financial institutions need to be organic and uniform connection with other financial institutions by nature, so the normal and smooth operation of the business year is difficult if only the above company differs in the business year, and the change in the business year does not affect the management structure, the property structure, and the interests of shareholders. Therefore, the resolution to change the business year of the above company is reasonable, and even if the resolution is remarkably unfair in the method of resolution, it is inappropriate to revoke the above resolution if it takes into account all the circumstances such as the contents of
Article 379 of the Commercial Act
Transfer type and 11 others
Defendant corporation
Incheon District Court of First Instance (85 Ghana1354)
1. All appeals filed by the plaintiffs and claims for damages filed by the plaintiffs in this court are dismissed.
2. The appeal costs are assessed against the plaintiffs.
The judgment of the first instance shall be revoked.
The resolution that changed the term "from January 1 to December 31" in Article 39 of the articles of incorporation of a defendant company which was made on September 18, 195 by the general meeting of shareholders of the defendant company to "from July 1 to June 30" shall be revoked by a resolution that changed the term "from July 1 to June 30".
The defendant shall pay 40,362 won to the plaintiff Lee Dong-dong, 1,450,180 won to the plaintiff Lee Dong-dong, and 403,620 won to the plaintiff Lee Dong-dong and Lee Dong-dong.
The judgment that the costs of lawsuit shall be borne by the defendant in both the first and second instances (the portion of the claim for damages is added to this court).
1. Determination on the revocation of a resolution of the general meeting of shareholders
On September 18, 1985, at a special general meeting of shareholders of the defendant company held at the meeting room of the head office of the defendant company, the provisions of Article 39 of the articles of incorporation of the defendant company shall be from January 1 to December 31 of this year."The fact that there was a resolution to amend this treasury to "from July 1 to June 30 of the following year" the period of each business year of this treasury shall be from July 30 of this year.
According to the above-mentioned evidence No. 2 and the above-mentioned statement No. 3 (Request for Answer to Quality) and the purport of the testimony of the above witness, the original defendant company may continue to hold a provisional shareholders' meeting with the attendance of 327,52 shareholders holding the above-mentioned shares on August 11, 1984, since the above-mentioned shareholders' meeting continued to be held by the above-mentioned shareholders' witness Gap's witness evidence No. 3 (the above-mentioned shareholders' meeting was held by the non-party No. 1) and the above-mentioned shareholders' meeting continued to be held by the non-party No. 9 (the non-party No. 1) for the purpose of preventing the above-mentioned shareholders from continuing to be held by the non-party No. 9 (the non-party No. 1). The non-party No. 9 was the non-party No. 9's new shareholders' meeting without the consent of the above-mentioned shareholders' representative, and the plaintiff No. 2 and the non-party No. 9 were the non-party No. 1's. 9 were appointed by the second shareholders's.
In light of the contents of the resolution or the purpose of opposing the amendment of the articles of incorporation, the defendant defense that the above resolution is inappropriate. Thus, the plaintiffs' claim of this case should be dismissed. The above evidence No. 3, No. 1, No. 2-1, No. 3, No. 2-1, No. 3, No. 2-2, No. 3-2, No. 3-2, No. 4, No. 5, and No. 5 of the Ministry of Finance and Economy changed the articles of incorporation of the Korea Mutual Saving and Finance Company from the 19th anniversary of the date of the amendment of the articles of incorporation of the Korea Mutual Saving and Finance Company every year to the 19th anniversary of the date of the amendment of the articles of incorporation of the Korea Mutual Saving and Finance Company. The plaintiffs changed the articles of incorporation of the Korea Mutual Saving and Finance Company to the 19th anniversary of the 19th anniversary of the date of the amendment of the articles of incorporation of the Korea Mutual Saving and Finance Company.
According to the above facts, since 1982, all mutual savings and finance companies have changed their business year and accounting year from July 1 to June 30 of the following year in accordance with the above guidelines of the financial department, and the defendant company is actually implementing the same, and the accounting rules of the fiscal year are amended and implemented by the resolution of the board of directors.
In light of the fact that the business of the so-called financial institution requires organic and uniform linkage with other financial institutions in order to operate the business year in a different business year, not only the normal and smooth operation of the defendant company is difficult, but also the change of the business year has no substantial influence on the management structure or the property structure, and there is no influence on the shareholder's interest. The decision of this case is reasonable, and the plaintiffs oppose the amendment of the above articles of incorporation without any interest to accomplish their own demand against the defendant company. Thus, the decision of this case in this case is inappropriate in light of the above contents of the resolution, the status of the defendant company, the actual condition of other financial institution, and the purpose of the plaintiffs' claim of this case, even if the method of the resolution in this case has already been remarkably unfair, it is inappropriate to revoke the resolution in this case. Thus, the plaintiffs' claim for the cancellation of the resolution of this case is groundless.
2. Determination on a claim for damages
The plaintiffs' assertion as to the claim for damages is that 10 plaintiffs Lee Dong-dong and Lee Dong-dong and Lee Dong-dong appointed Lee Dong-dong as their representatives, and that 403,620 won and 1,450,620 won and 403,620 won were paid to each of the above plaintiffs' representatives in this case, and that 40,620 won and 403,620 won and 403,620 won were not required to be paid to each of the above plaintiffs' representatives in this case, even if they were not to be paid to 10 others except for Lee Dong-dong-dong-dong-dong-dong-dong-dong-dong-dong-dong-dong-dong-dong-dong-dong-dong-dong-dong-dong-dong-dong-dong-dong-dong-dong-dong-dong-dong-dong-dong-Dong-dong-dong-dong-dong-dong-dong-dong-Appellee-Appellee-Appellee-Appellee-Appellee- such an agent's representative's damages.
3. Conclusion
Therefore, the plaintiffs' claims seeking the revocation of the amendment of the articles of incorporation as stated in the purport of the claim and appeal made by the provisional shareholders' meeting held on September 18, 1985 by the defendant company shall be dismissed without merit. Accordingly, the judgment of the court of first instance as to this conclusion is justified, and the part of the plaintiffs' appeal and the damages claimed by the plaintiffs in this court are dismissed as well as the costs of appeal are assessed against the plaintiffs who have lost them.
Judges Lee Jae-soo (Presiding Judge)