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(영문) 서울남부지방법원 2016.06.30 2015가합111861
총회결의 취소
Text

1. The Defendant’s appointment of C, D, E, F, and G at a special shareholders’ meeting on November 4, 2015 as a director, and H as an auditor, respectively.

Reasons

1. Basic facts

A. On November 10, 2009, the lessee of the shopping mall in Seoul I Station invested the construction cost for the renovation and repair of the shopping mall in proportion to the size of each store, and established the Defendant, a stock company with the said investment as its capital.

As of November 4, 2015, the Plaintiff is a shareholder who holds 17,312 shares of the Defendant.

B. On November 4, 2015, the Defendant convened a general meeting of shareholders held by the Defendant (hereinafter “instant general meeting of shareholders”).

The shareholders, who attended the general meeting of shareholders of this case, made a resolution to appoint C, D, E, F, G as a director and H as an auditor in the manner of granting one voting right per store (hereinafter “instant resolution”).

C. The contents of the Defendant’s articles of incorporation (hereinafter “Articles of incorporation”) pertaining to the instant resolution are as follows.

▣ 정관 제19조(결의) 주주총회의 결의는 법령 또는 정관에 따른 규정이 있는 경우를 제외하고는 출석한 주주의 의결권의 과반수와 발행주식 총수의 4분의 1 이상의 수로써 한다.

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

When an agent exercises his voting right, he shall submit to the Speaker a document attesting his authority before voting is held.

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

Article 24 (Appointment of Auditor) An auditor of a company to which Article 24 applies shall be appointed by the resolution method under Article 19.

However, in such cases, shareholders who hold more than 3/10 of the total number of issued and outstanding shares other than nonvoting shares may not exercise voting rights on the shares in excess.

[Ground of recognition] Facts without dispute, Gap 1 through 13 evidence (including each number, if any; hereinafter the same shall apply), Eul 1, 2 and 5 evidence, and the purport of the whole pleadings

2. Summary of the parties' arguments;

A. The summary of the Plaintiff’s assertion is one week for the resolution of this case.

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