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(영문) 대전고등법원 2020.11.12 2020나12309
주주총회결의 무효확인 청구의 소
Text

The plaintiff's appeal is dismissed.

Expenses for appeal shall be borne by the plaintiff.

Purport of claim and appeal

The judgment of the first instance.

Reasons

1. The reasoning of the judgment of the court of first instance as to this case is that the court added "(4)" and "(5) after the second 10th of the judgment of the court of first instance." The third 1st 3th 3th 1st 1st 1st 2nd 2nd 2nd 2nd 2nd 2nd 3th 2nd 2nd 2nd 3th 2nd 3th 2nd 2nd 3th 2nd 3th 200, and the plaintiff added the judgment on the argument

2. The addition;

A. On December 28, 2012, C Co., Ltd., D, and E Co., Ltd. drafted a merger contract for a corporate merger on the basis of the following facts (in addition to the second 10th 10th th of the judgment of the first instance), and the part related to the instant case is as follows. Article 3 (Directors and Representative Directors of the New Co., Ltd) (1) of the merger contract: (a) The director at the time of incorporation of the new company is G, F, A (the Plaintiff and H 4, and the term of office is up to June 30, 2017).

If such directors are unable to perform their duties, they shall be appointed in place of directors appointed by themselves or appointed by the statutory successor for the shares of such directors.

(2) In principle, the terms of office for the representative director and the managing director

7.1.1. to:

6. It shall be one year until 30.

Provided, That the first representative director and the managing director shall be from the time of the incorporation of the new company until June 30, 2014.

(3) The first representative director shall be F, and the first managing director shall be A.

The second representative director shall be A (Plaintiff), and the second managing director shall be H.

The third representative director shall H.

After that, until June 30, 2017, the representative director and the managing director shall pass a resolution at the board of directors, and in principle, shall be appointed from among four directors.

After all, a resolution of the general meeting of shareholders of the newly incorporated company shall be adopted.

A(Plaintiff), H5, Plaintiff, F, and G around the time when the representative director G C, the representative director of G C, the F E Co., Ltd., and H, the Plaintiff, F, and G are involved in the above merger.

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