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(영문) 대전고등법원 2017.03.24 2016나15820 (1)
주주총회결의취소
Text

1. The motion for intervention of the plaintiff and co-litigation intervenor brought in the trial shall be dismissed.

2. The plaintiff's appeal is filed.

Reasons

1. Basic facts

A. A shareholder proposal 1 against the Defendant is a corporation mainly engaged in the production, sale, and service business of electronic, electrical, electric, and electrical, and electrical, and parts thereof. On May 16, 2016, the Plaintiff was a shareholder holding 10,000 shares of the Defendant’s ordinary shares at the time of the instant lawsuit. The Intervenor was a shareholder holding at least 3/100 of the total number of shares issued except the Defendant’s nonvoting shares. 2) On February 12, 2016, the Intervenor should select the Defendant as a candidate for intra-company director F and outside directors G after the expiration of the term of office. The Intervenor recommended F as a candidate for intra-company director and recommended the Defendant as a candidate for outside directors, and then requested F and H to be included in the candidate for intra-company director and outside director, respectively.

(hereinafter referred to as “instant shareholder proposal”) B.

The defendant's rejection of the shareholder proposal of this case at the meeting of the board of directors held on March 8, 2016, decided to convene the shareholders' meeting of this case on the ground that the shareholder proposal of this case is not for the benefit of the whole shareholders, but for the participant's unjust profit from the market price. The defendant decided to convene the shareholders' meeting of this case on the ground that the shareholder proposal of this case is not for the benefit of the whole shareholders, and the inside director C is a director (non-standing) and outside director D as an outside director, respectively.

On the same day, the defendant notified the convocation of the general meeting of this case in accordance with the above resolution, and did not notify the shareholders' proposal of this case.

C. On March 24, 2016, the Defendant held the instant general meeting of shareholders. Of the total number of outstanding shares at the instant general meeting of shareholders, 585 shareholders holding 30,659,79 shares among 71,047,521 shares, and C with the consent of all participating shareholders.

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