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1. The instant lawsuit shall be dismissed.
2. The costs of lawsuit shall be borne by the plaintiff (appointed party).
Reasons
1. Basic facts
A. Defendant C Co., Ltd (hereinafter “Defendant Co., Ltd”) is a company established on January 9, 201 for the purpose of real estate leasing business, telecoming operation business, etc. on or around January 9, 2014; the total number of issued and outstanding shares is 138,100; and the capital is 1,381,00,000 won.
B. The Plaintiff (Appointed Party), A, D, and E (hereinafter “Plaintiff Shareholders”) are the shareholders of the Defendant Company, and the Defendant B is the representative director of the Defendant Company.
【Ground of recognition】 The fact that there is no dispute, Gap 1, 2, Eul 1 through 3, the purport of the whole pleadings and arguments
2. The summary of the Plaintiff’s assertion: (a) Defendant B, an internal director, and the representative director of the Defendant Company, were obligated to faithfully perform their duties; (b) voluntarily withdrawn the objection in the payment order case F with F in conflict with the interests of the Defendant Company; and (c) committed an act in violation of the statutes or the articles of incorporation in relation to his duties, such as interference with the benefit sharing of G-related subsidies.
Therefore, although the shareholders of the plaintiff requested the above defendant to notify a temporary shareholders' meeting in order to dismiss the defendant B, the above defendant did not ignore this and convene a general shareholders' meeting.
Therefore, the Plaintiff’s shareholders seek to dismiss Defendant B from the office of director of the Defendant Company.
3. Determination on the legitimacy of the instant lawsuit
A. The summary of the defendants' defenses is that defendant B convened a board of directors for the convocation of a temporary shareholders' meeting and a notice for convening a temporary shareholders' meeting.
There is no fact that the agency received the request.
The lawsuit of this case filed in a situation where the proposal of dismissal was not rejected at a general meeting of shareholders is unlawful as it does not meet the legal requirements.
B. On the other hand, Article 385(2) of the Commercial Act provides that the dismissal of a director at a general meeting of shareholders is dismissed even if a director commits an unlawful act in connection with his/her duties or violates the statutes or the articles of incorporation.