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(영문) 서울고등법원 2016.10.14 2015나2052181

주주총회결의부존재 확인

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1. The plaintiff's appeal is dismissed.

2. The costs of appeal shall be borne by the Plaintiff.

The purport of the claim and appeal is the purport of the appeal.

Reasons

1. Basic facts

A. The Plaintiff is a shareholder who held 34% of the shares issued by the Defendant’s representative director and inside director by March 30, 2014 and held 34% of the shares issued by the Defendant.

B. On March 28, 2014, executives, including the Defendant’s representative director, were scheduled to expire on March 30, 2014. However, on March 13, 2014, the Plaintiff, the representative director of the Defendant, as of March 13, 2014, notified the Defendant of the convocation of the Defendant’s regular general shareholders’ meeting (hereinafter “the instant general shareholders’ meeting”) held on March 28, 2014, stating “(i) the 9th balance sheet and approval of profit and loss statement, (ii) the 2014 business and business plan report, (iii) the 2014 business and business plan report, and (iv) the 3th general shareholders’ meeting held on March 28, 2014 (hereinafter “instant general shareholders’ meeting”), all the shareholders of the Defendant (However, I delegated his authority to L to attend by proxy).

After the proposal Nos. 1 and 2 was rejected, the Plaintiff, the president of the general shareholders' meeting of this case, presented the proposal No. 3, and asked shareholders whether to approve the shareholders as a lump sum for all the plaintiffs, inside directors, C, and auditors who are the representative director and directors.

In this regard, since some shareholders' way to approve all of the registered officers in a lump sum is unfair, it is required to separately vote for each officer, the plaintiff stated that "(p) entry is first, and then the dissenting opinion and dissenting opinion are defective."

3) Accordingly, E, who was a social member of the general shareholders’ meeting of this case, asked whether or not to approve the proposal of No. 3, was put to a vote. The C, F, D, G, H, I (total equity ratio of 61.65%) consented to the separate proposal of each officer within the agenda of No. 3. The plaintiff (share ratio of 34%) opposed to the plaintiff (share ratio of 4.35%), and the J (Share ratio of 4.35%) has already been set aside. 4) Since then some shareholders were already presented the agenda of No. 3, the voting to ask whether or not they were presented.