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(영문) 창원지방법원 2020.12.24 2020가합53319
주주총회결의부존재확인
Text

Of the instant lawsuit, the Defendant’s temporary shareholders’ meeting on April 22, 2020 confirmed the absence of a resolution to dismiss inside directors E at the temporary shareholders’ meeting.

Reasons

1. Facts of recognition;

가. 피고는 토목건축공사업, 전기공사업 등을 영위하는 주식회사로서 그 발행주식의 총수는 1,625,300주(= 보통주 1,481,550주 상환우선주 143,750주)이고, 원고들은 피고의 주주이다

(As of May 25, 2020, Plaintiff A holds 918,750 common shares and Plaintiff B holds 80,000 common shares).

On April 2, 2020, the Defendant passed a resolution by the board of directors of the board of directors of the board of directors of the board of directors of the board of directors of the board of directors of the board of directors of the board of directors, the Plaintiff of the board of directors, and the Plaintiff of the board of directors of the board of directors of the board of directors of the board of directors of the board of directors (hereinafter “the board of directors of the case”).

C. Around April 6, 2020, the Defendant, under the name of the representative directorO, notified the convocation of a temporary general meeting of shareholders to the effect that (i) the case of dismissal of E director, (ii) the case of dismissal of Q auditor, and (iii) the case of entrusting the operation of the Seoul Office and Busan Office to the board of directors is the case of a general meeting of shareholders, and (iv) the case of entrusting the operation of the Seoul Office and Busan Office to the board of directors is the case of a general meeting of shareholders.

Accordingly, at the Defendant’s temporary shareholders’ general meeting held on April 22, 2020 (hereinafter “the instant temporary shareholders’ meeting”), U.S. attended by the Defendant’s representative director and shareholders R, S, and agents of T Co., Ltd. (hereinafter “instant temporary shareholders’ meeting”), and resolved on ① removal of inside directors E, F, G, H, and Q from office, ② the agenda to be delegated to the board of directors for the operation of the Seoul Office and Busan Board of Directors, ③ the agenda to be appointed as inside directors, ③ I, J, K, L, M, and N as internal directors (hereinafter “instant temporary shareholders’ meeting”).

(2) Of the resolution of the special shareholders’ meeting of this case, the above ①, ②, ③ each resolution of the special shareholders’ meeting of this case is referred to specifically as “the first resolution,” “the second resolution,” and “the third resolution,” respectively.

The board of directors held on May 25, 2020 held on the third resolution of the provisional shareholders' meeting of this case, i, J, K, L, M, and N six inside directors appointed by the resolution of the defendant's representative director's board of directors, inside directors P, and the provisional shareholders' meeting of this case.

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