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(영문) 인천지방법원 2012.11.16 2011가합19467
주주총회결의무효확인
Text

1. Of the instant lawsuit, a resolution of the Defendant’s general meeting of shareholders to appoint C, D, E, F, G, H, and Auditor on March 8, 201; and a resolution of appointment of I on March 8, 2011.

Reasons

1. Under the overall purport of evidence Nos. 2, 3, 4, and 2, 8, and 10, the Plaintiff and Nonparty C entered into a contract with the Defendant’s share acquisition from February 28, 201, to acquire 8,500 shares (i.e., the Plaintiff’s title 680 shares, Q 2,040 shares, respectively, and 3,740 shares owned by the Plaintiff) of the Defendant around February 28, 2011 (i.e., the instant share transfer agreement) with the Plaintiff on February 28, 2011 (hereinafter “instant share transfer agreement”), and with respect to the said share transfer, the agreement with the Plaintiff on February 28, 201 to acquire 8 shares under the share acquisition agreement (i.e., the agreement on February 28, 201); and (ii) the agreement on March 1, 2013 shares acquisition (i.e., the 3rd share acquisition agreement).

may recognize each of the facts set forth in this section.

2. The Defendant asserts that the Plaintiff’s claim for confirmation of the absence of each resolution stated in the Defendant’s main claim on March 8, 201 and the general meeting of shareholders on May 26, 2011 is a claim for confirmation as to the past legal relationship and there is no benefit of confirmation.

According to the statement in Gap evidence No. 12, the defendant's general meeting of shareholders as of March 8, 201 and May 26, 2011 can be acknowledged that all of the directors and auditors were dismissed on or around June 22, 2011; July 28, 2011; and August 25, 2011. Thus, the defendant's resolution to appoint directors, D, E, F, G, H, I, and I at the general meeting of shareholders as of March 8, 201; the plaintiff's request for a resolution to appoint directors, K, L, M, and N at the general meeting of shareholders as of May 26, 201 is seeking confirmation of the absence of the resolution to appoint directors and auditors already dismissed; and there is no benefit in confirmation as the plaintiff's request for a resolution to appoint directors and auditors at the general meeting of shareholders as of March 8, 2011.

However, with respect to a resolution to dismiss a director or P at a general meeting of shareholders on March 8, 2011, there is a benefit to confirm the absence of such resolution.

Therefore, it is true.

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