1. The plaintiff B's lawsuit shall be dismissed.

2. The plaintiff A's claim is dismissed.

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

1. Summary of the parties' arguments;

A. As of February 11, 2019, the written resolution in the instant case by the Plaintiffs, the Defendant’s shareholder is D (25,000 shares) and B (25,000 shares).

Nevertheless, on the premise that the defendant's shareholder is D(37,500 shares) and E (12,500 shares), the defendant made the written resolution in this case, such as dismissal of the plaintiff A from the defendant's internal director, through the written resolution in the shareholders' whole shareholders.

The written resolution is to exclude the plaintiff B, who is a shareholder, and there is a serious defect in the procedure for E to exercise the shareholder's right, so that there is no resolution. The plaintiff B is a shareholder and in-house director's position, and the plaintiff A has an interest in seeking nullification as an internal director dismissed in the written resolution.

[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 plaintiffs' claims in this case are based on the procedure for convening a general meeting of shareholders or the method of resolution. Thus, the purport of seeking confirmation of absence of a resolution by a general meeting of shareholders is also included (see, e.g., Supreme Court en banc Decision 82Meu1810, Mar. 22, 1983).

At the time of the written resolution of this case by the defendant, the defendant's shareholder is D (37,500 shares) and E (12,500 shares). The defendant is a small-scale company with capital of KRW 500 million, and the above written resolution was made with the consent of all shareholders pursuant to Article 363 (4) of the Commercial Act, Article 27 (1) proviso, and Article 30 (4) of the Articles of Incorporation of the defendant.

2. Ex officio determination as to the legitimacy of Plaintiff B’s lawsuit

A. The gist of Plaintiff B’s assertion asserts that, from the time of the written resolution in this case to the date of the closing of argument in this case, Plaintiff B has a benefit to seek confirmation of non-existence of the written resolution as the Defendant’s internal director or Defendant

B. In full view of each of the statements in Gap 1, 2, and 3, whether the plaintiff B is the defendant's internal director, the whole purport of the pleadings is examined.