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(영문) 청주지방법원 2016.08.11 2015가합22905
주주총회결의 부존재확인 등
Text

1. The plaintiff's primary and conjunctive claims are all dismissed.

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

Reasons

1. Basic facts

A. The parties 1) The defendant is a company established for the purpose of producing and selling environment-friendly milk products and milk for school meal services. The plaintiff is a person who held office as the representative director of the defendant from the time of the defendant's establishment to September 21, 2015. 2) The defendant's shareholder held 51% shares (306,00 shares out of total number of 60,000 shares) and 32.3% shares (194,000 shares out of total number of shares issued 60,000 shares) and 16.7% shares (194,000 shares out of total number of shares issued 60,000 shares) as agricultural companies (hereinafter referred to as "G").

B. On September 7, 2015, the Plaintiff notified the Defendant’s shareholders of convening a temporary general meeting of shareholders, and issued a temporary general meeting of shareholders as follows:

The date and time of holding a general meeting of shareholders: The place of 4:30 p.m. on September 21, 2015: the agenda of the general meeting of shareholders of the E-Gun office.

1. Where the head office and the place of business are changed;

2. Dismissal of auditors and resignation of directors;

3. Where any director or auditor is appointed;

4. Corporate restructuring of the B business plan and roles of each executive;

5. Cases of remuneration for representative director; and

C. On September 21, 2015, the Defendant (i) held a temporary general meeting of shareholders and (ii) held a temporary general meeting of shareholders at the closed room of H No. 401 of the E office located in Mapo-si, Mapo-si (hereinafter “instant general meeting of shareholders”).

(2) The general meeting of shareholders of this case confirmed that there was no opposing shareholder in respect of the dismissal of the auditor No. 2 and the resignation of the director, and passed the above agenda with the consent of all shareholders present at the meeting.

3 In addition, with respect to the dismissal of the Plaintiff No. 2 and the appointment of directors and the appointment of directors, the Plaintiff presented the following items: (a) the Defendant’s internal directors consisting of the Plaintiff, J, and K to the Plaintiff, J, L, and the Defendant’s audit I to K; (b) the J delegated the exercise of voting rights by the Plaintiff, a major shareholder E, to the said agenda.

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