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(영문) 대전지방법원 2017.03.31 2016가합176

주주총회결의 부존재확인 등

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1. A, D, E, F, and audit and resolution to dismiss inside directors at a shareholders’ meeting on February 27, 2015, and C, H, and I.

Reasons

1. Basic facts

A. The Defendant is a corporation established for the purpose of creative construction business, civil engineering and construction business, etc., and the total number of issued stocks is 191,000 shares.

On July 2, 2010, the Plaintiff repeated the Defendant’s Intervenor’s Intervenor’s Intervenor’s Intervenor’s and the right of management, and was appointed as the Defendant’s internal director on November 27, 2013, and the Defendant’s representative director on August 11, 2014.

B. On July 1, 2014, the Defendant’s Intervenor demanded D and the Plaintiff, E, and F, a representative director, to convene a general meeting of shareholders, “the motion for suspension from office and dismissal of the representative director D, the resolution for dismissal of directors and auditors,” and “resolution for the progress of legal measures against the representative director who committed tort and the relevant directors” on the agenda, but D, E, and F rejected it.

Accordingly, the Defendant’s Intervenor filed an application for the convocation of a general meeting of shareholders with this Court No. 2014 non-conforming53, and this Court rendered, on January 23, 2015, a decision to permit the convocation of a general meeting of shareholders (hereinafter “decision to permit convocation of a general meeting of shareholders”) with the purport of holding a resolution of dismissal of the Plaintiff (representative), D, E, F, and Auditor against the Defendant’s Intervenor. The Defendant’s Intervenor designated the Defendant’s Intervenor as the chairman of the above provisional general meeting of shareholders.”

C. On February 10, 2015, the Defendant’s Intervenor issued a notice of convening a temporary general meeting of shareholders as follows to the Defendant’s shareholders.

Temporary: 11:30 Place on February 27, 2015 (Friday): Daejeon-gu K Building, and agenda items 204:

1. A resolution to dismiss the plaintiff (representative director), D, E, or F;

2. A resolution to dismiss auditors G;

3. Consultation and resolution on other pending issues for the prompt normalization of a company in crisis;

D. On February 27, 2015, among the Defendant’s shareholders, the Defendant’s provisional shareholders’ meeting (hereinafter “instant general shareholders’ meeting”) was held in the presence of I as proxy of the Defendant’s Intervenor, L, and M Co., Ltd. (formerly changed: N.).