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(영문) 서울고등법원 2015.10.23 2015나8928
이사회및주주총회결의부존재
Text

1. The defendant's appeal is all dismissed.

2. The costs of appeal shall be borne by the Defendant.

Purport of claim and appeal

1..

Reasons

1. The following facts may be found either in dispute between the parties or in full view of the purport of the entire pleadings in each entry in Gap evidence Nos. 1 to 5:

The defendant is a company established on March 7, 2012 for the purpose of domestic and foreign postnatal care center business, electronic commerce business, etc., and issued a total of 10,000 shares. The plaintiff A was appointed as an internal director and a representative director since the establishment of the defendant, and the plaintiff B was employed as the defendant's internal director on September 4, 2012. On July 31, 2013, the plaintiff A was dismissed from office by the representative director and the internal director, and the plaintiff B was dismissed from office director.

B. Defendant’s board of directors as of April 19, 2013, board of directors as of July 12, 2013, and special shareholders’ meeting as of July 31, 2013) the Defendant holds a board of directors on April 19, 2013, and the Defendant holds a resolution to appoint Plaintiff A, director D, G, and H as a joint representative director (hereinafter “the resolution of resolution of board of directors as of April 19, 2013”), from among the six total directors, four inside directors and the representative director as of April 19, 2013.

(2) On July 12, 2013, the Defendant held a board of directors on July 12, 2013, and made a resolution on the following matters with the consent of all members present at the meeting of D, H, I, and J among the six total number of directors (hereinafter “resolution on the abolition of a joint representative”) (hereinafter “resolution on July 12, 2013”), and, in addition to the resolution by the board of directors dated April 19, 2013 and each of the instant resolutions by the board of directors (hereinafter “each of the instant resolutions”).

Proposal No. 1: Case No. 2 for the case of joint representative abolition: - the case of issuance of new shares (issuance by a third party): The case of issuance of new shares (issuance by a third party) - the case of the proposal under Article 11 (2) 8 of the company's articles of incorporation that does not recognize the preemptive rights of existing shareholders pursuant to the provisions of Article 11 (2) 8, and the case of holding a temporary general meeting of shareholders - the case of holding a temporary general meeting of shareholders - the case of appointing and dismissing directors and auditors - the place of holding the articles of incorporation - the case of a transfer request of shareholders - the case of a transfer request of shareholders - the transfer of shareholders I.

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