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(영문) 서울중앙지방법원 2018.05.24 2017가합550402
회사에 관한 소송
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 Plaintiff is a shareholder who holds 1,060 shares out of 20,000 shares with voting rights issued by the Defendant.

B. In the Defendant’s temporary general meeting of shareholders held on June 16, 2017 (hereinafter “instant general meeting of shareholders”), C, D, and E are appointed as the Defendant’s directors, and among them, C is subject to a resolution of appointment as the Defendant’s representative director. A resolution of appointment as the Defendant’s representative director was adopted by the Defendant’s articles of incorporation of the Defendant’s “the procedures for issuance of new shares (Articles 11 through 11-2), the president of the general meeting of shareholders (Article 20), the method of resolution of the board of directors (Article 30), the method of appointing the representative director (Article 32), and the method of distributing dividends (Article 39

(hereinafter referred to as “the resolution of the general meeting of shareholders of this case”). The registration of the Defendant’s internal director and representative director was completed on June 23, 2017, and the registration of E and D as the Defendant’s internal director was completed on the same day.

[Ground of recognition] Unsatisfy, Gap's statements in Gap's evidence 1, 2, 5 through 7, the purport of the whole pleadings

2. A summary of the Plaintiff’s assertion (1) around April 18, 2017, the F submitted to the Defendant a resignation letter stating that he/she would resign from the Defendant’s representative director and director-general as of April 30, 2017, and the F, who is not authorized, notified the Defendant of the convocation of the instant general meeting of shareholders on May 31, 2017. (2) As above, F, who resigned from the representative director, was the chairman of the instant general meeting of shareholders, and made a resolution by the instant general meeting of shareholders. (3) A resolution by the instant general meeting of shareholders was passed on matters other than the purpose of the meeting notified to the Defendant’s shareholders at the time of the convocation of the instant general meeting of shareholders, on the grounds that the above procedure of convening the general meeting of shareholders or method

3. Judgment on the Defendant’s main defense

A. On December 29, 2017, in-house directors and representative directors appointed at the general meeting of shareholders of the instant case as well as in-house directors and representative directors, C, D, and E, respectively.

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