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(영문) 수원지방법원성남지원 2015.04.07 2014가합205238
회사에 관한 소송
Text

1. The Defendant’s provisional shareholders meeting on June 5, 2014 appointed C, D, E as internal directors, F, and G as outside directors.

Reasons

1. Basic facts

A. Based on the Defendant’s list of shareholders on May 13, 2014, the Plaintiff A owns 500,000 common shares out of the total number of shares issued by the Defendant 19,98,000 shares, and the Plaintiff Libyri Co., Ltd. owns 4,824,00 common shares.

B. On April 17, 2014, the Defendant held a board of directors (hereinafter “the first board of directors”) and resolved to convene a temporary general meeting on June 3, 2014, when two persons attend the meeting (hereinafter “the first board of directors”). The agenda adopted by the first board of directors is a case of appointing directors (in the case of a shareholder’s proposal: inside directors I, outside directors J, K, and the candidate for proposal of the board of directors: inside directors C, D, E, outside directors, F, and G). C. The Defendant held a board of directors meeting on May 12, 2014 (hereinafter “the second board of directors”) and resolved to postpone the said temporary general meeting by holding it on June 5, 2014, and L was a temporary general meeting of shareholders by holding the office of the Defendant’s representative director on May 19, 2014.

On June 5, 2014, at the Defendant’s temporary general meeting of shareholders held on June 5, 2014 (hereinafter “instant general meeting of shareholders”), a resolution was made to appoint C, D, and E as an internal director, F, and G as an outside director.

[Ground of recognition] Facts without dispute, Gap evidence 1, 22, Eul evidence 2, Eul evidence 2, 4, 6, 7, the purport of the whole pleadings

2. The Defendant asserts that the instant lawsuit ought to be deemed as a lawsuit for revocation of the resolution of the general meeting of shareholders merely because the grounds alleged by the Plaintiffs as the defects of the resolution of the general meeting of shareholders were grounds for revocation, and that the lawsuit of this case raised only on July 31, 2014 after the date of the resolution of the general meeting of shareholders was unlawful.

The Commercial Act is divided into lawsuits for cancellation of a resolution, lawsuits for invalidity of a resolution, lawsuits for confirmation of existence of a resolution, and lawsuits for modification of unfair resolution, in consideration of the uniform processing of legal relations and legal stability with respect to the company.

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