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(영문) 대구지방법원포항지원 2020.02.14 2019가합314
이사해임
Text

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representative director of the Defendant Company, were obligated to faithfully perform their duties; (b) voluntarily withdrawn the objection in the payment order case F with F in conflict with the interests of the Defendant Company; and (c) committed an act in violation of the statutes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.

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