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(영문) 수원지방법원 안산지원 2018.08.16 2017가합6716
주주총회결의부존재확인의 소
Text

1. The instant lawsuit shall be dismissed.

2. The costs of lawsuit are assessed against the plaintiffs.

Reasons

1. Basic facts

A. From October 22, 2000, the Plaintiffs joined Defendant C Co., Ltd (F to C, a stock company on October 22, 2014; hereinafter referred to as “Defendant Co., Ltd”) and worked in Defendant Company until October 2014.

B. The capital of the Defendant Company is KRW 300,000,000, and the total number of shares issued is KRW 30,000.

C. On December 5, 2016, Defendant Company held a general meeting of shareholders (hereinafter “instant general meeting of shareholders”) and appointed D and E as directors.

The articles of incorporation relating to the appointment of directors of the defendant company shall be as follows:

Article 17 (Convocation) A regular general meeting of shareholders of a company shall be convened within three months from the date following the end of the business year, and a temporary general meeting of shareholders shall be convened whenever necessary.

Article 18 (Chairperson) The representative director shall preside over the general meeting of shareholders.

However, other directors appointed by the board of directors shall preside over the publication of the representative director.

Article 19 (Resolution) A resolution of a general meeting of shareholders shall be adopted by a majority of the voting rights of shareholders present at the meeting and by at least 1/4 of the total number of issued and outstanding shares, except as otherwise provided

Article 23 (Appointment of Directors) The directors of a company to which paragraph (1) is applicable shall be appointed by the resolution under Article 19.

[Ground of recognition] Unsatisfy, Gap evidence Nos. 1, 2, and 3, the purport of the whole pleadings

2. The parties' assertion

A. The Plaintiffs’ assertion is that the general meeting of shareholders held the Defendant Company’s 30,000 shares issued by the Defendant Company with a notice of convening the meeting to the Plaintiff A, the 6,600 share owners A, the 30.5% of the 30,000 shares issued by the Defendant Company, without a notice of convening the meeting.

Since the total shares owned by the plaintiffs did not give notice to the plaintiffs despite the name of 52.5% of the shares issued by the defendant company, there is a significant defect in the shareholders' meeting of this case.

B. The Defendant’s assertion is merely against the title trustee who entered into a title trust agreement with G and the Defendant Company’s shares.

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