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(영문) 서울북부지방법원 2016.05.12 2015가합27136
주주총회결의부존재확인 등
Text

1. On November 2, 2015, the Defendant confirmed the absence of each resolution listed in the separate sheet at a special shareholders’ meeting.

2.

Reasons

1. Facts of recognition;

A. On July 5, 2007, the Defendant was established for the purpose of group meal service business (246 million won in capital, total number of outstanding shares 49,200 shares). The Plaintiff was registered as the only internal director of the Defendant until November 2, 2015, which was the date of the general meeting of shareholders in this case, and held 19,680 shares (40% of the total number of issued shares) of the Defendant. The Plaintiff, the vice president of the Defendant at the time of the general meeting of shareholders in this case, was registered in the register of shareholders as holding 26,00 shares (52.8% of the total number of issued shares) of the Defendant.

B. As of October 21, 2015, C drafted a notice of convening a temporary general meeting of shareholders on November 2, 2015, stating that “the cases of management innovation and restructuring (a proposal) and the cases of appointing directors” shall be called a temporary general meeting of shareholders as an agenda item. On November 2, 2015, C filed an application for the registration of change of executive officers with the Defendant’s application for each resolution (hereinafter “instant resolution”) as indicated in the separate sheet stating that C is appointed as the Defendant’s internal director and representative director, and on the same day, C was registered as the Defendant’s internal director and representative director.

[Ground of recognition] Facts without dispute, Gap evidence Nos. 1 through 3 (including additional numbers), Eul evidence No. 1, the purport of the whole pleadings

2. In full view of the following circumstances, comprehensively taking account of the aforementioned evidence and the statements in Gap evidence Nos. 4 and 5 (including paper numbers), the resolution of this case is made at the general meeting of shareholders of this case convened without the convocation decision of the plaintiff who is the person with no authority to convene the general meeting of shareholders, and it is deemed that there is no legal defect in the formation process.

Therefore, the plaintiff's primary claim seeking confirmation of the absence of the resolution of this case as the defendant's internal director and shareholder is reasonable.

The defendant shall have a total capital of less than one billion won.

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