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(영문) 광주지방법원 2015.09.17 2015가합54068
임시주주총회결의무효확인 등 청구의 소
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1. There is no resolution set forth in the [Attachment Table No. 2] set forth in the provisional shareholders’ meeting on September 22, 2014 by the Defendant.

Reasons

1. The plaintiffs, as to the claim against the provisional shareholders' meeting on June 16, 2014 by the defendant on June 16, 2014, were the defendant's temporary shareholders' meeting convened without the resolution of the board of directors, ① the temporary shareholders' meeting convened without the resolution of the board of directors, ② the shareholders other than D and E were not given a notice of convocation, ③ in the case of E, they did not actually receive a notice of convocation due to the relationship in the custody of the Gwangju prison at the time, ④ the notice of convocation was notified not later than 11 days before the above shareholders' meeting, ④ The notice of convocation was notified not later than 2 weeks before the above shareholders' meeting, ⑤ even though D's shares were owned by 35,000 shares, it is argued that

However, a lawsuit seeking confirmation of invalidity of a resolution by a general meeting of shareholders is filed on the ground that the contents of the resolution violate the law (Article 380 of the Commercial Act). The plaintiff's assertion in this part is disputing the convocation procedure and the method of resolution, and therefore, it is without merit.

In particular, in the application for amendment of the purport of the claim made on July 7, 2015, the Plaintiff sought confirmation of absence and confirmation of invalidity of the temporary shareholders’ meeting made on September 22, 2014 from the Defendant’s application for amendment of the purport of the claim, but only requests confirmation of invalidity of the temporary shareholders’ meeting made on June 16, 2014. Therefore, it is difficult to agree to seek confirmation of absence of the Plaintiff’s claim.

2. Determination as to the Defendant’s claim against the temporary shareholders’ meeting on September 22, 2014

A. 1) The plaintiffs' assertion 1) The above general meeting of shareholders was convened without the resolution of the board of directors, ② the shareholders except D and E were not convened, ③ the notice of convocation was notified 10 days before the above general meeting of shareholders, ④ the date and place of the notice of convocation was not held, ④ there was no significant defect in the convocation procedure and method of resolution. 2) The defendant's argument was convened through the resolution of the board of directors. 1) The above general meeting of shareholders was convened through the resolution of the board of directors.

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