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(영문) 부산고등법원(창원) 2020.04.23 2019나12100
주주총회결의 부존재 확인의 소
Text

1. All appeals filed by the Plaintiff (Counterclaim Defendant) against the instant principal lawsuit and counterclaim are dismissed.

2. The appeal costs.

Reasons

1. The reasoning of the judgment of the court of first instance cited in the judgment of the court of first instance is as follows: (a) adding “the case” to “the case” following the third page of the judgment of the court of first instance; and (b) adding the judgment on the allegations emphasized or added by the plaintiffs in this court as the ground of the judgment of the court of first instance, except for adding the judgment on the allegations emphasized or added by the court of first instance pursuant to the main sentence of

2. Additional determination

A. On July 14, 2017, the summary of the Plaintiffs’ assertion D, E, G, H, and I approved the Plaintiff’s acquisition of the instant shares at the meeting, which can be seen as a resolution of the board of directors of the Defendant Company. As such, the acquisition of the instant shares is valid as it has gone through a resolution of the board of directors of the Defendant Company.

B. The Plaintiffs, as evidence of the aforementioned assertion, submitted evidence No. 23, which stated the contents of the meeting held on July 14, 2017. However, the Plaintiffs asserted as follows: (i) the evidence No. 23 did not indicate that the acquisition of the instant shares is approved; and (ii) the Plaintiffs asserted as follows: “The shareholder registry and the minutes signed on July 12, 2017 shall be arranged by July 17, 2017”; (iii) there is no ground to interpret the aforementioned contents as alleged by the Plaintiffs.

② Articles 390 through 392 of the Commercial Act provide for the authority to convene a meeting of the board of directors, procedures for convening a meeting, method of resolution, right to attend a meeting and to state opinions, method of preparing minutes, etc. The meeting listed in the evidence No. 23 is unclear as to whether the meeting was conducted in accordance with the provisions of the Commercial Act. The evidence No. 23 states that the person who is not a director of the defendant company (E, H, I) is present or the director (J) is not present, and it is difficult to recognize it as the minutes of the board of directors, unlike the case of a general meeting of shareholders, the board of directors shall, in principle, directly attend the meeting and directly attend the

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