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(영문) 청주지방법원 2017.03.22 2016가합22193
이사회결의무효 확인의 소
Text

1. Of the instant lawsuits, the part of the Defendant’s claim for nullification of the resolution by the board of directors made on July 14, 2016 is dismissed.

2. The plaintiff.

Reasons

1. Basic facts

A. On February 28, 2015, the Defendant is a stock company established for the purpose of ordinary passenger vehicle transportation business, and the Plaintiff is appointed as the representative director of the Defendant, and the Defendant’s board of directors is comprised of six directors (Plaintiffs, the Intervenor, the Defendant’s Intervenor, D, E, F, and G).

B. On July 8, 2016, the Plaintiff convened the Defendant’s board of directors on the agenda, including “report on business management in May, June, 2016” and “report on the progress of wages and collective agreements in 2016.” Accordingly, the Defendant’s board of directors held on the 14th of the same month at the meeting of the Defendant’s board of directors was dealt with the above bills while the Defendant’s meeting

However, in addition, when the F of the board of directors proposed a resolution for dismissal of the representative director, and the appointment of the new representative director, the Plaintiff declared a closed meeting of the board of directors without refusal of the proposal, but the remaining directors except the Plaintiff were elected as the Speaker pro tempore, and the Plaintiff dismissed the Plaintiff from the representative director with the consent of five directors other than the Plaintiff as the representative director in accordance with the additional proposal proposed (hereinafter “the resolution of July 14, 2016”).

C. On August 16, 2016, the remaining directors of the Defendant except the Plaintiff requested the Plaintiff to convene a meeting of the Defendant’s board of directors by designating as the subject of “the dismissal of the representative director and the appointment of the new representative director” and “the suspension of the head of the management department’s duties.”

However, the plaintiff rejected the appointment and dismissal of the defendant's representative director on the ground that it is a resolution of the general meeting of shareholders rather than the board of directors. The director G convened the defendant's board of directors as the above agenda around the 23th of the same month

9. 1. The defendant's board of directors held (excluding the plaintiff) dismiss the plaintiff from the representative director with the consent of all directors present while five other directors present at the meeting, and appoints the defendant's intervenor joining the defendant as the representative director.

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