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(영문) 서울고등법원 2016.03.18 2015나2021439
회사에 관한 소송
Text

1. Of the judgment of the first instance court, the part of the defendant's claim for the confirmation of existence of the resolution of the provisional shareholders' meeting on November 10, 2012 shall be revoked.

Reasons

1. Basic facts

A. The present status of the Defendant’s distribution of shares is a stock company established with the Defendant’s business purpose of automobile transport service, automobile maintenance service, etc., total amount of capital of KRW 270,000,000, and total number of issued shares is 54,000.

Of the Defendant’s shares issued, Plaintiff A owns 5,867 shares (10.86%), B, 22,079 shares (40.89%), Plaintiff F, 1,577 shares (2.92%), Plaintiff C, 675 shares (1.25%), Plaintiff D, and E, respectively, 451 shares (0.835%), and Defendant’s representative director H owns 22,90 shares (42.41%).

B. On November 10, 2012, the minutes of the temporary general meeting of shareholders prepared by Defendant 1 (1) of the minutes of the temporary general meeting of shareholders prepared on November 10, 2012), with the consent of shareholders H, B, and Plaintiff A present at the temporary general meeting of shareholders, “H, Plaintiff A whose term of office has expired, as company directors, and H as representative directors,” and the minutes of the temporary general meeting of shareholders prepared a resolution to amend the articles of incorporation containing a resolution to appoint the representative director at the general meeting of shareholders where the number of directors is not more than two (2).”

(2) On the same day, the minutes of the extraordinary shareholders’ meeting (hereinafter “Minutes of the 2nd shareholders’ meeting”) with the consent of all shareholders H, B, and Plaintiff A, which made a resolution to re-appoint the Plaintiff as a director at the company meeting, were also prepared.

C. On August 18, 2014, Plaintiff A demanded the Defendant to call a temporary general meeting of shareholders on June 17, 2014 with the “election of three directors, etc.” as an agenda, and H proposed an agenda for an additional appointment of one director under Article 363-2(1) of the Commercial Act to the Defendant on July 2, 2014. 2) H issued a notice of convening a temporary general meeting of shareholders on July 10, 2014, along with the purpose and purpose of the meeting, including the “election of four directors” as the Defendant’s representative director’s qualification, and seven new directors’ major power.

3 H on August 5, 2014, a director shall be the defendant by means of a concentrated vote under Article 382-2 of the Commercial Code.

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