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(영문) 서울동부지방법원 2019.05.30 2018가합113704
회사에 관한 소송
Text

1. The Defendant’s resolution on September 28, 2018 as indicated in the separate sheet is revoked.

2...

Reasons

1. Basic facts

A. The Plaintiff is a shareholder who holds 448,400 shares (32%) out of the total number of shares issued by the Defendant.

B. On September 3, 2018, the Defendant issued a notice of convening a temporary general meeting of shareholders to the Plaintiff, stating only “cases of removal of directors C” as the subject matter of the meeting.

C. On September 28, 2018, four (450,000 shares) from among the total shareholders (1,400,000 shares) were present at a general meeting of shareholders held on September 28, 201 (hereinafter referred to as "general meeting of shareholders of this case").

In the notice of convening a general meeting of shareholders of this case, the "case of dismissal of directors C" stated as an agenda was rejected against all shareholders present at the meeting.

E. Since then, the Defendant’s intra-company director C and intra-company director D, E, and F resigned from office, i.e., the case of appointment of executive officers, the case of election of the Speaker pro tempore, and the case of approval of the limit of director’s remuneration was presented as an agenda, and each resolution was passed with the consent of all stockholders present.

[Ground of recognition] Unsatisfy, entry of Gap evidence 1 to 8, purport of whole pleadings

2. Determination

A. According to Article 363(1) and (2) of the Commercial Act, in convening a general meeting of shareholders, a notice stating the purpose of the meeting is given at least two weeks prior to the date of the general meeting of shareholders. Thus, a resolution may not be adopted at a general meeting of shareholders except the notice specified as the purpose of the meeting. A resolution contrary to this provision shall not be deemed to constitute a case where the procedure of convening

(See Supreme Court Decision 79Da19 delivered on March 27, 1979). B.

The fact that the general meeting of shareholders of this case did not state the purpose of the meeting at the time of the general meeting convocation notice, the case of the election of the Speaker pro tempore, and the case of the approval of the limit of director's remuneration is as stated in the above basic facts. In light of the above legal principles, the resolution on each of the above agenda items was made without notice of the purpose of the meeting, and thus is unlawful in the procedure.

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