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(영문) 서울중앙지방법원 2015.09.17 2015가합11057
대표이사 선임결의 무효확인
Text

1. The instant lawsuit shall be dismissed.

2. The costs of lawsuit shall be borne by the Plaintiff.

Reasons

1. Basic facts

A. On March 20, 2015, the Defendant held a general meeting of shareholders for the election of the representative director and directors (hereinafter “instant general meeting of shareholders”), and the Plaintiff and C were standing as a candidate for the representative director.

B. Of the total number of shares issued by Defendant Company, 5,412 shares with voting rights in accordance with the area of commercial buildings owned by 4,220 shares. The shareholders who held 2,52 shares among the shareholders of the instant case participated in the voting, and D, which held 45 shares of the Defendant Company, had already died before the general shareholders’ meeting of this case, and one of its successors E exercised the voting rights by attaching a certified copy of the deceased’s removed shares.

C. In addition to the invalid 33 votes as a result of voting, the Plaintiff obtained 1,239 votes, and C obtained 1,280 votes, and C was elected as the Defendant’s representative director and director.

[Ground of recognition] Facts without dispute, entry of Eul 1 to 7 evidence, purport of the whole pleadings

2. The Plaintiff asserts that the resolution of the general meeting of shareholders of this case was null and void since it did not meet the quorum for the election of the representative director, excluding the above voting rights. The Plaintiff exercised voting rights to 45 shares owned by D, a shareholder who died at the resolution of the general meeting of shareholders of this case, only one of his heir, in violation of the procedure stipulated in Article 20 of the articles of incorporation.

As to this, the defendant asserts that the lawsuit of this case has no interest in the lawsuit in violation of the subordinate agreement.

Comprehensively taking account of the overall purport of the statements and arguments in Eul evidence Nos. 11 through 16, the plaintiff and C agreed on March 9, 2015 on the matters to be observed by the Chairperson of the Election Management Committee, F, Election Management Members G, and H in the presence of H, and one of their family members can vote when several successors exist.

When several elections for the candidate are completed, the winner and the deceased shall not raise an objection.

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