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(영문) 서울서부지방법원 2015.02.05 2014가합2518
이사회및주주총회결의부존재
Text

1. A resolution that “A or D shall be appointed as a joint representative director” made at the meeting of the board of directors held by the Defendant on April 19, 2013.

Reasons

1. Basic facts

A. 1) The Defendant is a company established on March 7, 2012 for the purpose of national and foreign postnatal care centers, electronic commerce business, etc., and issued a total of 10,000 shares of stock. 2) The Plaintiff A was in office as a representative director (in-house director) since the Defendant’s establishment, and was dismissed from office on July 31, 2013, respectively.

3) On September 4, 2012, Plaintiff B assumed office as the Defendant’s intra-company director, and was dismissed on July 31, 2013. (b) The Defendant held a board of directors on April 19, 2013, and held four directors, such as Plaintiff, intra-company director D, G, and H, from among the total number of six directors, and resolved to appoint the Plaintiff as a co-representative director D and the representative director at the time.

2) On July 12, 2013, the Defendant held a board of directors, and made a resolution on the following matters with the consent of all members present at the meeting, including four directors, among the total number of directors, D, H, I, and J. The proposal under subparagraph 1: The case of a joint representative abolition (third party issuance) : The case of a joint representative abolition - the preemptive right of existing shareholders pursuant to Article 11(2)8 of the company’s articles of incorporation does not recognize the preemptive right of existing shareholders; the case of holding a provisional general meeting - the appointment and dismissal of directors and auditors - the case of holding the articles of incorporation - the case of a temporary general meeting of shareholders - the case of a transfer request - the case of a temporary general meeting of shareholders - the case of a transfer of shareholders - the case of a temporary general meeting of shareholders - the case of a transfer of shareholders - the case of a temporary general meeting of shareholders - the defendant’s dismissal of all members 3,000 shareholders - the minutes of the temporary general meeting of shareholders 31.

[Ground of recognition] Unsatisfy, Gap evidence 1 through 5, pleading.

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