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(영문) 서울고등법원 2017.03.17 2016나7328
주주총회결의부존재 및 이사회결의무효확인
Text

1. The Intervenor’s appeal is dismissed.

2. The costs of appeal are borne by the Intervenor joining the Defendant.

purport.

Reasons

1. Facts of recognition;

A. From the time the Defendant was established on December 18, 2012 to June 19, 2015, the Defendant’s shareholder registry stated that the Intervenor and E respectively hold 7,260 shares (33%) among the total shares issued from 22,000 shares, and the Plaintiff held 7,480 shares (34%).

B. In the Defendant’s corporate register, the registration of the appointment of the director on July 2, 2013 for B, the registration of the appointment of the representative director on June 29, 2015, and the registration of the appointment of the auditor on July 2, 2013 for the Intervenor, respectively, was completed, and the registration of the appointment of the director and the representative director on June 19, 2015 for the Plaintiff was completed. The registration of the appointment of the Defendant on June 29, 2015 was completed.

C. On June 19, 2015, the minutes of the special shareholders’ meeting held by the Defendant on June 19, 2015, the Defendant held a special shareholders’ meeting at the meeting room of the Defendant’s head office (hereinafter “the instant general shareholders’ meeting”). The shareholders E and the Intervenor (the number of the shareholders present was 14,520 shares) were present, and “the resolution to dismiss the Plaintiff, who is a director at the company, was adopted.”

The minutes of the Defendant’s meeting on June 19, 2015 contain the following: (a) the Defendant held a board of directors at the meeting room of the Defendant’s head office on June 19, 2015 (hereinafter “Board of Directors”); (b) the Plaintiff, E, B, and the auditor, who is a director, attended the meeting; and (c) the Plaintiff, who is the representative director, was dismissed; and (d) the Plaintiff, as the representative director,

E. As to the Defendant’s general meeting of shareholders as of July 2, 2013 and the instant general meeting of shareholders as of June 19, 2015 (hereinafter “each of the instant general meetings”), the Plaintiff, the Defendant’s shareholder and the representative director, was not given a notice of convening a general meeting, and each of the instant general meetings was not actually held.

[Ground of recognition] Facts without dispute, entry of Gap 1 to 4, 14 evidence, purport of the whole pleadings

2. Determination on whether the intervenor's appeal is lawful

A. The plaintiff's assertion and the defendant renounced their right to appeal and the court of first instance against the defendant.

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