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(영문) 대전고등법원 2015.07.02 2014나12049
주주총회결의 취소
Text

1. Revocation of the first instance judgment.

The defendant's temporary shareholders' meeting held on December 13, 2013 as the auditor and D as the internal director.

Reasons

1. The reasoning for the court’s explanation on this part is the same as that of the judgment of the court of first instance, and thus, this part is cited in accordance with the main sentence of Article 420 of the Civil Procedure Act.

2. The plaintiff's assertion 1) The defendant should have held the board of directors in convening the general meeting of this case; however, the defendant did not call a notice for convening the board of directors to the auditor. Furthermore, the defendant did not take any procedure to determine shareholders who exercise their voting rights at the general meeting of this case. Accordingly, the defendant's articles of incorporation provide that the representative director shall convene and preside over the general meeting of this case. (2) The defendant's articles of incorporation provide that the representative director shall be the chairperson of the general meeting of this case. (3) The general meeting of this case was proceeded by C, not the representative director, and he was a person who defends the plaintiff who consented to the agenda of the resolution of the general meeting of this case (which was a person who was a position to defend the resolution of this case,

② On the other hand, the general meeting of shareholders of this case issued a notice of convening a resolution that the resolution was a re-issuance of the photo (G, H, and D). Accordingly, the Plaintiff, the Defendant’s shareholder, requested the resolution by deeming the resolution as a resolution of internal director’s appointment, but did not look at it by means of a concentrated vote.

Therefore, the general meeting of shareholders of this case shall revoke the resolution because the resolution method violates the articles of incorporation or is considerably unfair.

3. In light of the fact that the re-election of this photograph does not constitute a resolution of the general meeting of shareholders under the Commercial Act, and that the "the agenda mentioned in the notice of convening the general meeting of shareholders of this case" was elected as the defendant's internal director, unlike the "re-election for all of the defendant directors", at least 41 persons were elected as the defendant's internal director.

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