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1. Of the instant lawsuit, the part of the instant lawsuit seeking the revocation of the resolution to dismiss A, both inside directors and representative directors.
2...
Reasons
1. Basic facts
A. The defendant is a juristic person with the main purpose of the Myman group manufacturing and selling business. Of the defendant's 180,000 shares, F is 117,00 shares (65%) among the defendant's shares, the plaintiff A is 37,80 shares (21%) and the plaintiff B and C are 12,60 shares (7%) respectively.
B. On March 20, 2007, Plaintiff A assumed office as the Defendant’s representative director and director (in-house director from March 31, 2010), and transferred the above status as of March 31, 2010. If Plaintiff A transferred part of the content of the Defendant’s Articles of Incorporation (hereinafter “former Articles of Incorporation”) being implemented around that time, it is as follows.
Except as otherwise provided for in Acts and subordinate statutes or the articles of incorporation, a resolution of the general meeting of stockholders shall be adopted by and with attendance of a stockholder who holds stocks equivalent to the majority of the total number of issued and outstanding stocks, a majority of
Article 20 (Exercise of Voting Rights by Proxy) Shareholders may exercise voting rights by proxy.
Provided, That the agent shall be limited to the shareholders of the company and shall certify the power of representation.
Article 22 (Number of Directors and Auditors) Not less than three directors of a company shall be appointed for not less than one auditor.
§ 23. (Appointment of Directors) Directors of this company shall be appointed by a majority of the voting rights after a shareholder who holds the shares equivalent to a majority of the total outstanding shares.
§ 25. (Term of office of directors) Directors shall be three years.
§ 30 (Representative Director).
2. The representative director, managing director, and managing director shall be appointed from among the directors by a resolution of the board of directors;
C. On February 2, 2013, the Defendant: (a) around the end of the month, appointed A as a director and a representative director; (b) prepared a written resolution containing the content of the Defendant’s resolution (hereinafter “prior resolution”) which amended the Defendant’s Articles of Incorporation; and (c) partially transferring the content of the new articles of incorporation (hereinafter “new articles of incorporation”) to the original text, as follows.
Article 30 (Resolution and Quorum of General Meeting of Shareholders) (1) Any resolution of the General Meeting of Shareholders.