이사회결의무효확인
1. The instant lawsuit shall be dismissed.
2. The costs of lawsuit shall be borne by the Plaintiff.
1. Basic facts
A. A. Around June 10, 2015, D acquired shares and management rights of 2750,000 shares of the Defendant owned by E from E, and secured management rights by taking office as the Defendant’s representative director on July 24, 2015, and the Plaintiff was appointed as the Defendant’s internal director on September 7, 2015.
B. D, on December 22, 2015, has caused legal disputes, such as filing a lawsuit against the transfer of shares and management rights from E, and resigned from the Defendant’s representative director and director, and on the same day, the Plaintiff was appointed as the representative director, and thereafter D substantially operated the Defendant.
C. Meanwhile, on October 17, 2015, the Defendant entered into an agreement with MK Co., Ltd. (hereinafter “M case”) to jointly carry out F Distribution Business and duty-free shop business, etc., which is in progress, on which November 12, 2015, entered into an attached agreement on the distribution of profits and settlement, etc. of the joint business. On December 19, 2015, the Defendant agreed to transfer all the Defendant’s management rights in the course of the joint business to MK (hereinafter “instant agreement”).
The contents relating to the defendant's officers in the agreement of this case are as follows.
Article 2 (Terms of Agreement)
2. A (the Defendant’s management manager “D”)’s rights and duties (2) A has the right as a seller at the time of acquisition by transfer of the right of management and the right of management as the current owner of the right of management, and if a separate conditions of acquisition by transfer of management are met, he/she shall transfer the right of management to B (hereinafter “M case”) through a legitimate cut-off.
(3) On December 30, 2015, A shall take measures to ensure that persons nominated by B at the temporary shareholders' meeting held on December 30, 2015 are appointed as a registration officer of the subject company, and shall cooperate with B in good faith at the request of B.
4. (1) A and B shall promote new projects and raise funds.