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(영문) 서울동부지방법원 2019.02.14 2017가합2371
주주총회결의부존재확인 등
Text

1. The instant lawsuit shall be dismissed.

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

Reasons

1. As the Plaintiff’s former representative G of the Defendant’s assertion prepared the minutes of the Defendant’s general meeting of shareholders on October 13, 2017, the Defendant’s general meeting was held as of October 13, 2017, and C, D, in-house directors, dismissed E from the auditor, and the F, was a resolution appointing the F as an inside director (hereinafter “instant resolution”), the resolution of this case is either nonexistent or invalid as a resolution defective in the convocation procedure, etc.

2. We examine ex officio the legality of the instant lawsuit.

A director is dismissed from office before the expiration of his/her term of office by a resolution of the general meeting of shareholders for replacement of an officer, and a successor director was appointed.

Even if a director is appointed after due process, it is merely a claim for confirmation of absence or nullity of the first director's appointment resolution even if there is no existing or invalid resolution. It lacks the requirements for protection of rights as a lawsuit for confirmation.

(See Supreme Court Decision 92Da21692 Decided October 12, 1993, etc.). Comprehensively considering the overall purport of pleadings as to Gap evidence 1, Gap evidence 9, 10, and evidence Nos. 14 through 16 (including paper numbers), the facts that as of October 13, 2017, Eul and Eul were dismissed from internal directors, and Eul were dismissed from internal directors, as of October 13, 2017, and the F was registered as internal directors (which seems to have been based on the resolution in this case), the plaintiff applied for a temporary general meeting of shareholders against the defendant on March 5, 2018 as Seoul Eastern District Court 2018Bhap9, and the above court decided to partially accept the plaintiff's application on August 21, 2018, the plaintiff held a temporary general meeting of shareholders as the representative director of the defendant's company, and accordingly, the representative director of the company held the defendant's director's director's director's 2018 H.

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