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(영문) 울산지방법원 2014.06.12 2013가합6540
주주총회결의부존재확인
Text

1. On March 31, 2013, the Defendant appointed C as a director and a representative director at a regular general meeting of shareholders, and D as auditors, respectively.

Reasons

1. Basic facts

A. The defendant is a company with the purpose of the Myman group and sales business. The plaintiff is a major shareholder who owns 117,00 shares of the defendant, and the non-party D is the plaintiff's wife.

B. At the time of March 31, 2013, C was the representative director of the Defendant, the Plaintiff and E were directors, and F was the auditor.

Of the Defendant’s shares 180,000 shares, the Plaintiff owned 117,00 shares (65%), C owned 37,800 shares (21%), G, and H respectively 12,60 shares (7%).

C. Around February 2013, the Defendant: (a) appointed C as a director and representative director; (b) appointed the Plaintiff as a director and auditor; and (c) drafted a written resolution by all shareholders on March 31, 2013 (hereinafter “instant written resolution”) that amends the Defendant’s articles of incorporation.

(hereinafter “instant resolution”). D.

On the other hand, the part relating to this case in the Articles of Incorporation (hereinafter “former Articles of Incorporation”) of the Defendant Company, which existed before the resolution of this case, 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 stockholders who hold stocks equivalent to the majority of the total number of issued and outstanding stocks.

Article 20 (Exercise of Voting Rights by Proxy) Shareholders may exercise their voting rights by proxy.

except that the agent shall be limited to the shareholders of the company and shall prove the power of representation.

[Reasons for Recognition] Unsatisfy, Gap evidence Nos. 1, 2, 3, 6, Eul evidence Nos. 4 (including Serials), the purport of the whole pleadings

2. The parties' assertion

A. The Plaintiff’s assertion is without merit or invalid for the following reasons.

1. In accordance with the old articles of incorporation, a resolution of a general meeting of shareholders shall be adopted by the attendance of a majority of the total number of outstanding shares and a majority of the voting rights of the shareholders present at the meeting. The plaintiff who is a major shareholder holding 65% of the defendant's shares shall convene a general meeting

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