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(영문) 부산고등법원 2016.04.21 2015나2980
주주총회결의 무효확인
Text

1. Revocation of a judgment of the first instance;

2. All plaintiffs' claims are dismissed.

3. The plaintiffs' total costs of litigation.

Reasons

1. Facts of recognition;

A. The defendant

7. As a result of the resolution of the board of directors and the lawsuit seeking confirmation of invalidity thereof, the defendant is an incorporated foundation established for the purpose of the creation, maintenance, and management, etc. of a park cemetery and operates a park cemetery in Ulsan-gu D Day.

On July 7, 2012, the board of directors of Defendant Corporation consisting of six directors, E, F, G, H, H, Plaintiff A, and Plaintiff B, who had the former representative authority. On July 7, 2012, the board of directors passed a resolution of the board of directors (hereinafter “resolution of July 7, 2012”) with the content that (i) five directors, including the retirement of the director E who has the representative authority, (ii) the retirement of the remaining H, and (iii) the appointment of the Plaintiff A, who is a new representative authority, as a director of the Plaintiff E, was appointed by the Ulsan District Court 2012Ga6239 against the Defendant at the Ulsan District Court 2012Ga6239.

7.7. The resolution of the court below is merely an act of preparing the meeting minutes of the board of directors as if the resolution was made without undergoing the convocation notice procedure for the board of directors to E, directors H and G, who are the representative director, and without holding the actual board of directors. Thus, the above court filed a lawsuit seeking confirmation by asserting that it is invalid due to a serious defect in the convocation procedure and method of resolution. The above court accepted the claim of E on January 17, 2013, and sentenced the ruling accepting the claim of E, and on February 13, 2013, the above judgment was finalized

B. On August 14, 2012, the director H’s resignation registration E and his or her son’s I (the Plaintiff’s dual birth) filed an application for a provisional disposition suspending the exercise of director’s duties with the Ulsan District Court 2012Kahap633, Ulsan District Court on August 14, 2012. However, H submitted to the Plaintiff on August 21, 2012 a letter of resignation to resign the position of the director of the Defendant corporation to the Plaintiff, and the said registration was completed on August 23, 2012, and the said application was withdrawn on August 28, 2012.

E has filed a provisional disposition with the Ulsan District Court 2012Kahap666, August 27, 2012, which was the day before the application was withdrawn, to suspend the exercise of director's duties with respect to the Plaintiff A, etc.

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