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(영문) 청주지방법원 충주지원 2018.11.22 2018가합5485
주주총회결의취소
Text

1. All of the plaintiff's claims are dismissed.

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

Reasons

1. The defendant is a company that aims at the manufacture, sale, etc. of electric products.

The Plaintiff, E (hereinafter referred to as “E”), F (hereinafter referred to as “F”) and the Defendant hold 3,369,000 common shares issued by the Defendant, and the number of shares and equity shares are as follows:

The Defendant, on March 20, 2018, held a regular general meeting of shareholders (hereinafter “instant general meeting of shareholders”) for the appointment of internal directors on March 20, 2018 (hereinafter “instant general meeting of shareholders”) by Plaintiffs 1,04, 390 31.00 E 673,800 E 673,800 20.00 F 704,210 20.90 20.66,600 28.10 3,369,000 200 15:0 3,00 20,000 among the Defendant’s shareholders.

The plaintiff recommended C as a candidate for inside director at the general meeting of shareholders of this case, and F recommended D as a candidate for inside director.

As a result of voting, the Plaintiff consented to the appointment of internal directors C, but the E and F opposed to the appointment of internal directors (as of the total number of shares present at the meeting, approximately 43.11% consent), and the appointment of internal directors D, but the E and F consented thereto.

(40.9% of the total number of outstanding shares and approximately 56.89% of the total number of present shares) Accordingly, the Defendant passed a resolution to the effect that “C’s intra-company director appointment is rejected and D is appointed as an intra-company director” at the general meeting of shareholders of this case (hereinafter “instant resolution”).

[Ground of recognition] Unsatisfy, Gap 1-3 (including branch numbers for those with a serial number; hereinafter the same shall apply), the purport of the whole pleadings

2. Determination as to the cause of action

A. The summary of the Plaintiff’s assertion is that the Defendant owns 35,520 shares out of F’s 80,000 shares of ordinary shares (or 44.40 percent shares) and thus, there is no voting right to 704,210 shares issued by the Defendant who owns F in accordance with Article 369(3) of the Commercial Act.

The shareholders holding voting shares, other than F, are both the Plaintiff and E, and the shares held by them are 1,718,190 shares in total.

The Plaintiff consented to the appointment of internal directors, and the Plaintiff owns 1,044,390 shares exceeding half of the voting shares.

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