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(영문) 서울중앙지방법원 2018.05.24 2017가합23207
주주총회 결의 취소의 소
Text

1. The amount of remuneration for the representative director of the 2017-year fiscal year, which the Defendant had held at the ordinary shareholders’ meeting on March 24, 2017, is as the previous year.

Reasons

1. Facts of recognition;

A. The defendant company as a party is a corporation established to run a maritime cargo forwarding business.

The plaintiff is the shareholder of the defendant company, and C is the shareholder and representative director of the defendant company.

B. The total number of shares issued by the Defendant Company around March 24, 2017 is 30,000 shares, and the shareholder composition of the Defendant Company is as listed below.

The number of shareholders (units: per share) shares (units: 1 C 5,250 representative directors 52.50 17.50 2 D 2,000 20.00 /C 3 E 1,500 5.00 c 5 G 1,500 5 G 1,500 5 G 1,500 5 H 11,250 37.50 50 Plaintiff’s husband 6 H 11,250 37.50 7.50 750 750 8 I,1250 9 J 1,125 75 Plaintiff and 30,000 30.0 0

C. (1) On March 24, 2017, the representative director C of the Defendant Company: (a) held a regular general meeting of shareholders in the meeting room of the Defendant Company’s head office (the Plaintiff, C, G, and H are directly present; and (b) the rest of the shareholders are present) in 2017, at the meeting room of the Defendant Company’s head office; (c) as the chairperson of the general meeting of shareholders at the time, C proposed a proposal to set the remuneration amount of C, the representative director of which is the same as that of the previous year’s execution; and (d) passed the said proposal with the consent of 15,750 shares (the total number of outstanding shares and voting rights of the shareholders present at the meeting) including one’s own voting rights (hereinafter “instant resolution”).

[Ground of recognition] Facts without dispute, Gap evidence 2, Eul evidence 1, the purport of the whole pleadings

2. Determination

A. (1) The remuneration of a director shall be determined by a resolution of the general meeting of shareholders, unless otherwise stipulated in the articles of incorporation (Article 388 of the Commercial Act). The resolution of the general meeting of shareholders shall be at least a majority of the voting rights of shareholders present and at least a quarter of the total number of issued and outstanding shares (Article 368(1) of the Commercial Act), except as otherwise provided in the Commercial Act or in the articles of incorporation.

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