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(영문) 수원지방법원 2014.12.05 2014가합62872
주주총회결의 취소
Text

1. The instant lawsuit shall be dismissed.

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

Reasons

1. Basic facts

A. The Defendant is a company that mainly engages in the manufacture and sale, service business, etc. of the electronic machinery and appliances and related organizations, and is listed on the Korea Stock Exchange.

The plaintiff is a holder of 2,604,300 shares (ordinary shares) issued by the defendant at the time of filing the lawsuit of this case.

On the other hand, the Plaintiff owned 4,834,397 shares out of the Defendant's total issued shares on June 24, 2014 as of the base date of the report reported to the Financial Services Commission, etc. under the name of the Plaintiff.

B. On March 28, 2014, the Defendant made a resolution on the attached Form stating C as an outside director of the Defendant at a regular general meeting of shareholders held on March 28, 2014 (hereinafter “instant resolution”).

[Ground of recognition] Facts without dispute, Gap evidence Nos. 1, 2, 11, and 23, the purport of the whole pleadings

2. Judgment on the Defendant’s defense prior to the merits

A. As the plaintiff's argument in this case, the defendant's majority shareholder and current management abused the authority of the general meeting of shareholders to proceed with the resolution in this case without disregarding relevant Acts and subordinate statutes. Thus, it is argued that there is a serious defect in the method of resolution, etc., and that the defendant primarily sought confirmation of the non-existence or invalidity of the resolution in this case, and the revocation of the resolution in this case is preliminaryly sought, the defendant is merely a shareholder who merely lent his name to D, and there is no standing to institute the lawsuit in this case, and therefore, the lawsuit in this case

B. According to Article 376(1) of the Commercial Act, a person who may file a lawsuit for cancellation of a resolution of a general meeting of shareholders is limited to shareholders, directors, or auditors of the company in question.

Article 380 of the Commercial Code does not impose any limitation on the person who has the right to file a lawsuit seeking confirmation of the absence or invalidity of a resolution of the general meeting of shareholders. Therefore, anyone who has the right to file a lawsuit seeking confirmation has standing to sue.

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