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(영문) 수원지방법원 성남지원 2018.06.19 2017가합409642
주주총회결의 취소 청구의 소
Text

1. All of the plaintiff's claims are dismissed.

2. The costs of lawsuit shall be borne by the Plaintiff.

Reasons

1. Basic facts

A. The Plaintiff is a shareholder holding approximately 43,000 shares of approximately 33.81% of the total number of shares issued by the Defendant (31,800 shares per preferential share, 11,200 shares per common share), and the Defendant is a corporation aimed at building technology, engineering, and other scientific and technological services.

B. On December 7, 2017, the Defendant issued a notice of convening a general meeting of shareholders (hereinafter “instant general meeting”) with the content that “C, D, E, and F shall be appointed as a new internal director, and each agenda for which G shall be appointed as an auditor shall be held on December 18, 2017 as the subject of the meeting.”

C. On December 8, 2017, the Plaintiff claimed that the Defendant implement a concentrated voting system on the appointment of internal directors among the agenda items of the instant general meeting, and recommended H, I, J, and K as a candidate for internal directors in relation to the appointment of internal directors.

The president of the instant general meeting (Defendant representative L) did not present an agenda on the ground that the Plaintiff’s four candidates for internal directors proposed by the instant general meeting held on December 18, 2017 failed to meet the requirements for exercising the shareholder proposal right under Article 363-2 of the Commercial Act.

Accordingly, only four candidates who are already notified shall vote, and a resolution to appoint C, D, E, and F as a new intra-company director was made ("the first resolution of this case").

Then, a resolution to appoint G as a new auditor was made with respect to the case of appointment of an auditor (hereinafter “the second resolution”).

[Ground of recognition] Facts without dispute, entry of Gap evidence 1 to 5, and purport of the whole pleadings

2. The plaintiff's assertion

A. The Defendant’s rejection of the Plaintiff’s recommendation of the Plaintiff’s in-house director candidate on the ground that the Plaintiff did not meet the requirements for the shareholder proposal right is unlawful as it excludes the intensive voting system.

In addition, the appointment of internal directors on the date of the general meeting of this case.

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