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(영문) 인천지방법원부천지원 2016.02.17 2015가합103912
회사에 관한 소송
Text

1. The Defendant’s resolution of removal of directors against the Plaintiff made in a provisional society on October 26, 2015 is null and void.

Reasons

1. Basic facts

A. The current status of the directors and shares of the defendant company as directors of the defendant company are C (representative director), the plaintiff (in-house director), and D (in-house director). Of total 40,000 shares of the defendant company, C owns 19,60 shares, the plaintiff owns 19,20 shares, and 1,200 shares, respectively.

B. On October 26, 2015, the Defendant Company held a temporary board of directors and the Defendant Company passed a resolution on October 26, 2015, held a temporary board of directors at the head office of the Defendant Company’s head office on October 26, 2015 to present an agenda item for removal of inside directors to the Plaintiff, and passed a resolution to dismiss the Plaintiff’s internal director with the consent of two participating directors, among three participating directors.

(hereinafter “instant resolution of dismissal”) C.

(1) Directors may be removed from office at any time by a resolution of the general meeting of shareholders as referred to in Article 434 of this Act.

However, in case where the term of office of a director was fixed and he is dismissed without any justifiable reasons before the expiration of such term, he may claim for damages caused by his dismissal against the company.

(2) If a director rejects the dismissal of a general meeting of shareholders because of an unlawful act in connection with his/her duties, or a serious violation of Acts and subordinate statutes or the articles of incorporation, any shareholder who holds no less than 3/100 of the total issued and outstanding shares may request the statutory members to dismiss such director within one month after the general meeting

A resolution pursuant to Article 433 (Special Resolution for Amendment of Articles of Incorporation) (1) shall be adopted in the number of votes of not less than two thirds of the voting rights of stockholders present at the meeting and not less than one third of the total number of issued and outstanding votes.

Article 27 (Resolution and Quorum of General Meeting of Shareholders) (1) The quorum of General Meeting of Shareholders shall be the attendance of stockholders holding stocks equivalent to a majority of the total number of voting stocks issued by the Company.

(3) At least two-thirds of the voting rights of shareholders present at the meeting and one-third of the total number of issued and outstanding voting rights:

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