1. The plaintiff's claim is dismissed.

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

Basic Facts

The Plaintiff was a shareholder who owns 4,000 shares out of the total 10,000 shares of the Defendant Company, and was in charge of its business as a director from May 17, 2007 to the retirement of the Defendant Company from the establishment of the Defendant Company to August 31, 2014.

Article 388 of the Commercial Act provides that “The remuneration of a director shall be determined by a resolution of the general meeting of shareholders unless the amount is determined by the articles of incorporation.”

Article 52 (1) of the articles of incorporation of the defendant company provides that "retirement allowances for officers shall be determined by the board of directors within the limit of payment after the resolution of the general meeting of shareholders: Provided, That the board of directors shall be determined within the limit of payment after the resolution of the general meeting of shareholders in preference to the following provisions concerning the payment of retirement allowances for officers due to the management situation."

【In the absence of a dispute over the grounds for recognition, Gap’s evidence Nos. 1 and 2, and the purport of the whole pleadings, the plaintiff claims the defendant to pay the retirement allowance of KRW 76,978,320 and its delay damages in accordance with the method of calculation of retirement allowances stipulated in

However, in full view of the provisions of Article 388 of the Commercial Act and Article 52(1) of the Articles of Incorporation of the defendant company, an officer such as the plaintiff is required to make a decision of the board of directors as a result of the general meeting of shareholders in order to receive retirement allowances. However, the fact that such a decision of the general meeting of shareholders or

In this regard, the plaintiff asserts that, by recognizing the obligation of retirement allowance payment as the largest shareholder and the representative director C, the plaintiff can actually substitute the resolution of the general meeting of shareholders by one shareholder.

However, as recognized earlier, since the Plaintiff has 40% of the total shares of the Defendant Company, it cannot be deemed that C is a real-person shareholder, and there is no record of evidence Nos. 3 and 4 in the absence of the minutes of the general meeting of shareholders.