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(영문) 부산지방법원 2019.04.25 2018가합1325
결의부존재와 무효확인
Text

1. All of the plaintiff's claims are dismissed.

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

Reasons

1. Basic facts

A. 1) The defendant is a corporation established for the purpose of comprehensive construction business. 2) The defendant issued a total of 31,450,370 shares, and among them, 19,568,450 shares (62%) are owned by the plaintiff, and 11,81,920 shares (37.78%) are owned by C, respectively.

B. On November 29, 2017, each extraordinary general meeting of shareholders and a resolution of the board of directors were prepared as indicated in attached Table 1, which was held by the Defendant’s extraordinary general meeting of shareholders. 2) On January 26, 2018, the minutes of the extraordinary general meeting of shareholders, which were held by the Defendant’s extraordinary general meeting of shareholders, were prepared.

3) On January 26, 2018, the minutes of the board of directors held by the Defendant’s board of directors with the same content as the attached Form 3 were prepared. (c) The Defendant’s articles of incorporation (hereinafter “articles of incorporation”)

Of the parts related to the instant case are as listed in Appendix 4. [Reasons for Recognition] The facts of no dispute, Gap evidence Nos. 1, 2, and 5 (if any, including branch numbers, and the entries in Evidence Nos. 2, 13, 14, and 15, and the purport of the whole pleadings.

2. The assertion and judgment

A. The Plaintiff’s assertion 1) As to the temporary shareholders’ meeting held on November 29, 2017 as of November 29, 2017, the following critical defects exist, each resolution made at the said temporary shareholders’ meeting is nonexistent or null and void.

(1) Defect in the convocation procedure (i) there is a defect in failing to give a notice of convening a meeting in writing to the shareholders two weeks prior to the date of the general meeting, and (ii) there is a defect in convening a meeting arbitrarily by D at the time of legitimate resolution of board of directors

(2) Defect in the resolution procedure ① there is a defect in the resolution process: (a) the agenda to appoint E from the above extraordinary shareholders’ meeting as outside directors was not notified of the subject matter of the meeting; and (b) the above extraordinary shareholders’ meeting attended only C, which is merely 37.78% of the shares shares ratio, and the resolution was made in the state that the quorum

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