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1. All of the plaintiff's claims are dismissed.
2. The costs of lawsuit shall be borne by the Plaintiff.
Reasons
Basic Facts
On April 13, 2004, the Plaintiff, including the resignation of the representative director of Defendant B, is a company established for the purpose of multimodal transport mediation, ship and aircraft brokerage, and transportation-related service business.
Defendant B was serving as the Plaintiff’s representative director and in-house director.
As of May 20, 2014, the minutes of the extraordinary general meeting of shareholders stating that “(i) the amendment of the articles of incorporation regarding the representative director, etc. of the Plaintiff; (ii) the Defendant B’s representative director and in-house director positions; (iii) the resignation of the Plaintiff’s in-house director positions; and (iv) the resolution of the general meeting of shareholders to elect inside director H as a new representative director
On May 22, 2014, the registration of the resignation of the representative director and in-house director and H's representative director was completed.
Defendant B asserted that, around September 11, 2014, the Seoul Central District Court 2014Gahap45534, “Plaintiff’s temporary general meeting of shareholders on May 20, 2014 was not convened due to the Plaintiff’s failure to convene a legitimate general meeting, and there was no resolution of each of the above general meetings.” Defendant B filed a lawsuit seeking confirmation of invalidity of the resolution of the appointment of representative director.
On January 23, 2015, the above court rendered a judgment that “a resolution made at a provisional general meeting of shareholders by the Plaintiff on May 20, 2014 is not present,” and the above judgment became final and conclusive on February 18, 2015.
On the other hand, on December 5, 2014, the Plaintiff held a special general meeting of shareholders and adopted a resolution of ratification of the resolution of the special general meeting of shareholders on May 20, 2014 concerning the resignation of Defendant B’s representative director and in-house director and H’s office of representative director.
Defendant B filed a complaint with H and I by forging the minutes of the temporary general meeting without Defendant B’s permission and using them to register as the resignation of the representative director by Defendant B.
The Incheon District Public Prosecutor's Office's Office's minutes, etc. around November 19, 2015 are the minutes of the temporary shareholders' meeting of May 20, 2014.