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(영문) 울산지방법원 2018.12.20 2017가합24331
주주총회결의 취소 등 청구
Text

1. The instant lawsuit shall be dismissed.

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

Reasons

1. Basic facts

A. The defendant is a stock company established for the purpose of establishing and developing a golf practice range, and the plaintiff is a stockholder who holds 31,200 shares among 110,000 shares issued by the defendant.

B. On February 19, 2016, the Plaintiff was appointed as an internal director and a representative director on the Defendant’s corporate register and was dismissed respectively from office of inside director and the representative director on July 8, 2017, and on the same day C was registered as being appointed respectively as the Defendant’s internal director and the representative director.

【Ground for recognition】 The fact that there has been no dispute, entry of Gap Nos. 1, 2, and 3, the purport of the whole pleading

2. The parties' assertion

A. In order to hold a provisional shareholders’ meeting, the Defendant held a provisional shareholders’ meeting on July 8, 2017 (hereinafter “instant general meeting”) without requiring prior resolution by the board of directors in accordance with the articles of incorporation, and without requiring notification to the Plaintiff and D, which are shareholders, and made a resolution to dismiss the Plaintiff from the Defendant’s internal director and representative director and appoint C as an internal director (hereinafter “instant general meeting resolution”).

In addition, the defendant held a board of directors without convening a notice to the plaintiff who is a director on the same day, and dismissed the plaintiff from the representative director and appointed C as the representative director (hereinafter "the resolution of the board of directors of this case").

As such, the resolution of the instant general meeting and the resolution of the board of directors are defective in the convocation procedure, the resolution of the general meeting shall be revoked, and the resolution of the board of directors shall be void

B. The Plaintiff is only a nominal shareholder who is a beneficial shareholder of the Defendant C to whom shares are held in title trust.

Even if there is a defect in the resolution of the instant general meeting or the resolution of the board of directors, the Defendant, including the Plaintiff, issued a legitimate notice of convening a general meeting to the shareholders of the Defendant, and held a temporary general meeting on November 29, 2017 and passed a resolution to ratification all of the resolution of the instant general meeting. As such, the instant general meeting resolution and the resolution

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