The validity of a resolution of a general meeting of shareholders adopted by a person who is not the chairperson of the articles of incorporation without any justifiable reason;

A person who is not a person to be the chairperson of the articles of incorporation shall be the chairperson of the general meeting of shareholders without any justifiable reason and shall not be deemed a non-existence of the resolution of the general meeting of shareholders.

Article 376 of the Commercial Act

Plaintiff

Mt. Mt. Guns

Seoul High Court Decision 76Na1706 delivered on September 15, 1976

The judgment below is reversed and the case is remanded to Seoul High Court.

The plaintiff's grounds of appeal are examined.

According to the reasoning of the judgment of the court below, since the total number of shares issued by the defendant company, which was held as of October 31, 1975, was excluded from 1,200 shares prohibited by the provisional disposition order, the court below held 3,50 shares of this 3,50 shares as 3,50 shares, respectively, and the above 1/3 shares were held by the plaintiff (the representative director of the defendant company at the time of the defendant company), the non-party 1 and the non-party 2 respectively. The above 1 and the above 2 were called by the court's permission to convene a general meeting of shareholders under Article 366 (2) of the Commercial Act. The above 1 and the above non-party 2 were dismissed from the defendant company's representative director, and the above 1 and the non-party 3, and the non-party 4 were appointed respectively to the above 4th general meeting without the consent of the court's appointment of the defendant company, and the above 1 and the non-party 2 did not have been appointed by the chairperson's meeting.

In light of the above fact-finding of the court below, it is concluded that the above non-party 1, who held 1/3 of the voting shares at the above general meeting of the defendant company that the plaintiff was the chairman of the above general meeting of shareholders, was the chairman of the above company without going through the procedure of selecting him as the chairman, and dismissed the plaintiff as the chairman, and appointed the above officer including the plaintiff who was the representative director at the time of the above general meeting of shareholders as the representative director, and declared that the non-party 1 was appointed as the representative director, and the above non-party 2, who held 1/3 of the voting shares at the general meeting of shareholders, expressed the opinion of approval for dismissal and appointment of the officers, so the above non-party 1 declared the closure of the general meeting of shareholders. The resolution was made by the non-party 1 as a resolution of the non-voting person who was the chairman of the above general meeting of shareholders. Thus, even if the above non-party 1 was involved in the above general meeting of shareholders without any justifiable reason, it cannot be concluded that the above resolution did not exist in the above general meeting of shareholders.

Therefore, the above resolution of dismissal and appointment of officers at the above general meeting of shareholders shall be deemed to have been complied with. Thus, the court below should have deliberated and judged whether there was a ground for revocation of the above resolution under Article 376 of the Commercial Act in the process of resolution of dismissal and appointment of officers by the above non-party 1 as the chairman at the above general meeting of shareholders. However, the court below should have determined whether there was a ground for revocation of resolution under Article 376 of the Commercial Act, but it cannot be said that the court below erred by misapprehending the legal principles as to the ground for revocation of resolution and did not decide on the ground for revocation

Therefore, the original judgment is reversed, and the case is remanded to the court below. It is so decided as per Disposition by the assent of all participating Justices.

Justices Kim Young-chul (Presiding Justice)