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(영문) 서울고등법원 2019.10.24 2019나2021130
주주총회결의취소
Text

The defendant's appeal is dismissed.

Expenses for appeal shall be borne by the defendant.

Purport of claim and appeal

purport.

Reasons

1. The reasons for the court's explanation concerning this case are as follows: "Plaintiff B" described in the judgment of the court of first instance to "B"; "Plaintiffs excluding those listed in the fifth lowest 10 others" to "Plaintiffs"; "Defendant's director and auditor" described in the fifth lowest 10 others to "Plaintiffs and auditors who are directors and auditors of the defendant"; "the shareholders' general meeting through the direct appearance of the shareholders" described in the tenth lowest 10 others to "the shareholders' general meeting through the direct appearance of the shareholders"; and "the shareholders' general meeting through the direct appearance of the shareholders" described in the second below to "the shareholders' general meeting"; except for the addition of this court's judgment to this court, they are cited as it is in accordance with the main sentence of Article 420 of the

2. An abbreviation of the further determination by this Court shall be governed by the first instance judgment.

The Defendant asserts, as the grounds for appeal, that “The Defendant permitted the exercise of voting rights in writing by the shareholders’ general meeting of this case, even though there is no provision related to the Defendant’s exercise of voting rights in writing by the Defendant’s articles of incorporation, was an inevitable measure introduced to overcome the Defendant’s grave breach of duty, which has been maintained for a long time. Even if there were defects in the method of resolution by the shareholders’ general meeting of this case, the court shall dismiss the Plaintiff’s claim at

The above assertion made by the defendant in this court is not different from the contents of the defendant's assertion in the first instance court. The first instance court's rejection of the defendant's argument even after examining all the evidence submitted in the first instance court is justified (in particular, if a director or auditor of a corporation as prescribed by law or by the articles of incorporation is determined, a retired director or auditor has the right and duty of director and auditor until the newly appointed director and auditor are appointed (Article 386 (1) and Article 415 of the Commercial Act), and total amount of capital.

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