1. The plaintiff's lawsuit against the defendant B shall be dismissed.

2. Defendant C Co., Ltd. is a general meeting of shareholders on July 2, 2013.

1. Ex officio whether the lawsuit against Defendant B is lawful, the Plaintiff seeks each claim against Defendant B to confirm that there is no resolution of the general meeting of shareholders as of July 2, 2013 of the Co., Ltd. (hereinafter “Defendant Company”) and the special meeting of shareholders as of June 19, 2015, and the Defendant Company’s request for confirmation that the resolution by the board of directors as of June 19, 2015 is invalid.

However, the standing of the defendant in the action to confirm the existence of the resolution of the general shareholders' meeting and the resolution of the special shareholders' meeting and the action to confirm the invalidity of the resolution

As such, the Plaintiff’s lawsuit against the Defendant B is unlawful (see, e.g., Supreme Court Decision 80Da2425, Sept. 14, 1982).

I would like to say.

2. Determination as to the claim against the defendant company

A. On July 2, 2013, Defendant B entered as an internal director of the Defendant Company and registered as an auditor of the Defendant Company on the same day, but at the time, Defendant B was appointed as an internal director and as an auditor (hereinafter “the resolution of the general meeting of shareholders”).

(2) On June 19, 2015, the Plaintiff was the representative director and the shareholder of the Defendant Company as of June 19, 2015. However, even if the Plaintiff did not make a decision to convene a general meeting of shareholders, the temporary general meeting was convened on June 19, 2015, and the Plaintiff did not make a notification to convene a general meeting of shareholders.

In addition, D and E, which are the remaining shareholders, did not appear in the meeting room of the head office, which is the place of the temporary shareholders' meeting, around 10:30 on June 19, 2015 when the temporary shareholders' meeting was held.

Therefore, since there is a serious defect to the extent that the resolution of the general meeting was not deemed to exist by the method of convening the general meeting or by the method of resolution, there is no resolution of the special general meeting on June 19, 2015 (hereinafter “the resolution of the temporary general meeting of this case”).

3. On June 19, 2015, the Defendant Company holds a board of directors meeting without a notice of convening a board of directors on the premise that the Plaintiff was dismissed from office as a director through the resolution of the temporary general meeting of shareholders in this case, and the Plaintiff.