Text
1. All of the plaintiff's claims are dismissed.
2. The costs of lawsuit shall be borne by the Plaintiff.
Reasons
1. Basic facts
A. The Plaintiff is a shareholder who owns 674,536 shares with voting rights issued by the Defendant (34.14%) among 1,975,750 shares with voting rights.
B. Around February 2015, the Defendant’s directors consisting of four inside directors and seven non-corporate directors. Of them, the term of office of inside directors D and other non-corporate directors C was expected to expire on March 2015.
C. On February 11, 2015, the Plaintiff: (a) exercised the shareholder proposal right to the Defendant; and (b) requested the Defendant to submit the agenda that “other non-executive directors shall be recruited to fill the number of directors on account of the expiration of the term of office of two directors; (c) one of the candidates for other non-executive directors shall be E; and (d) the remainder of one of the candidates shall be determined by the board of directors (hereinafter “instant agenda”) as the subject matter of the ordinary general shareholders’ meeting (hereinafter “instant general shareholders’ meeting”) scheduled to be held on March 2015.
The Defendant, at the meeting of the board of directors held on February 13, 2015, did not need to increase the number of other non-executive directors, and decided not to present the instant bill to the general meeting of shareholders on the ground that there is a co-representative dispatched by the Plaintiff, and only C’s other non-executive directors among them would be presented to the general meeting of shareholders.
Accordingly, as Seoul Western District Court 2015Kahap176, the Plaintiff filed a provisional disposition against the Defendant to the effect that “the instant bill should be presented as the subject matter of the general meeting of shareholders,” and the said court made a decision against the Defendant that the instant bill should be presented to the general meeting of shareholders (hereinafter “provisional disposition decision”).
E. On March 5, 2015, the Defendant sent a notice of convening the general meeting of shareholders of this case, including the following items, to shareholders around March 5, 2015.
No. 3: A case of appointment of one internal director - No. 4 of the intracorporate directors D: Other cases of appointment of one non-corporate director - Other cases of appointment of one of the non-corporate directors C: - Other cases of the Plaintiff’s proposal - two of the non-corporate directors.