Cases recognizing the existence of a resolution by the general meeting of shareholders

The above resolution of the general meeting of shareholders is not a resolution of the defendant company's general meeting because it is clear that all shareholders except the non-party 1 are those who have acquired shares after the incorporation of the company, and the above resolution of the general meeting of shareholders cannot be deemed a resolution of the above general meeting of shareholders, and since the above resolution of the general meeting of shareholders did not notify the general meeting of shareholders to seven shareholders except the non-party 1, it is difficult to recognize that the above resolution of the general meeting of shareholders existed because the defect of the above resolution of the general meeting of shareholders is serious.

Article 380 of the Commercial Act

Plaintiff 1 and one other

Hawk Hawk Co.

Seoul Central District Court (65A215) in the first instance trial (Supreme Court Decision 65Da215)

The appeal is dismissed.

The costs of appeal shall be borne by the defendant assistant intervenor.

On March 28, 1964, the plaintiff et al. confirms that there is no resolution to appoint the intervenor joining the defendant as a director at a temporary general meeting of shareholders of the defendant company. The plaintiff et al. seeks a judgment that the lawsuit cost

The defendant assistant intervenor and the plaintiff shall revoke the original judgment. The plaintiff's claim is dismissed. The court costs are assessed against the plaintiff et al. in both the first and second instances.

On August 28, 1962, the Defendant Company was established as 1,250,00 capital and 50,000 shares for the purpose of developing Chungcheong mine. The shareholders at the time of incorporation were Plaintiff 2 (20,50), Nonparty 1 (2,500), Nonparty 2 (2,50), Nonparty 3 (1,500), Nonparty 4 (2,500), Nonparty 5 (2,500), Nonparty 6 (2,500), Nonparty 7 (1,500 shares), and Nonparty 1 did not dispute over the above 8th shareholder’s shares at the above temporary shareholders’ meeting of the Company until 1962. The shareholders at the time of incorporation did not underwrite the shares of the Plaintiff at the general shareholders’ meeting of the Company with Nonparty 1 as the shareholders of the Company, Nonparty 1,8, and 9, Nonparty 1, 250 shares again were allotted to the Plaintiff at the above 10th shareholder’s meeting of the Party, 1964.

On the other hand, even if the company acquired shares by transfer between the parties before the issuance of the share certificates, it shall not be effective for the company. The shareholders at the time of the establishment of the company are eight shareholders at the time of establishment of the company. Since all of the shareholders other than the non-party 1 present at the above general shareholders' meeting is obvious in light of the former part, the resolution at the above general shareholders' meeting cannot be seen as a resolution at the general shareholders' meeting, and there is no evidence to recognize that the company notified the general shareholders' meeting to seven shareholders other than the non-party 1 (17,500 shares) at the general shareholders' meeting, and since the above resolution at the general shareholders' meeting cannot be seen as a defect, the above resolution at the general shareholders' meeting is not a shareholder at the time of establishment. Since the plaintiff 1 was not a shareholder at the general shareholders' meeting after acquisition of shares after establishment, and the plaintiff 2 transferred the shares to the defendant 1, who was not subject to the plaintiff 1's resolution at the general shareholders' meeting after its establishment, the plaintiff 1 and the plaintiff 2's plaintiff 1 were not entitled to seek.

In the same sense, it is evident that there is no resolution to appoint the Defendant’s assistant intervenor as a director at the temporary general meeting of shareholders on March 28, 1964 by the Defendant Company. Thus, the lower court’s judgment, which is the same purport, is justifiable in that the Plaintiffs’ claim for confirmation of this lawsuit is justifiable, and that this appeal is dismissed as it is without merit, and it is so decided as per Disposition by applying Articles 384, 95, 94, and 89 of the Civil Procedure Act.

Judges Cho Jong-dae (Presiding Judge)