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(영문) 서울남부지방법원 2017.12.15 2016가합111868
주주총회결의부존재확인의소
Text

1. Of the instant lawsuit, the part concerning the claim for confirmation of invalidity of the resolution of the board of directors dated May 22, 2014 and June 10, 2014.

Reasons

1. Basic facts

A. The Defendant Company (hereinafter “Defendant Company”) is a stock company that engages in the production, planning, etc. of animation, and the Plaintiff is registered as the representative director and in-house director of the Defendant Company, who retired from office on March 31, 2016.

B. The Defendant Company held the general meeting of shareholders and the board of directors as follows, and passed a resolution to resolve each agenda item.

On May 22, 2014, agenda items by date C of a special general meeting of shareholders, D’ directors on June 10, 2014, the dismissal of the representative director of the board of directors, appointment of the D representative director, etc. on August 18, 2015.

C. The main contents of the articles of incorporation of the Defendant Company relating to this case are as follows.

The total number of shares to be issued at the time of incorporation shall be 4,00 shares for shares to be issued at the time of incorporation as provided for in Chapter II of the Articles of Incorporation.

Part IV (Time of Convocation) The regular general meeting of shareholders of a company under Article 25 (Time of Convocation) shall be convened within three months following the end of the business year, and the special meeting of shareholders shall be convened whenever necessary.

Article 26 (Notice of Convocation and Public Notice) In convening a general meeting of shareholders, notice of the date, time, place, and the agenda of the meeting shall be given to a named shareholder ten days prior to the general meeting, and to bearer shareholders at least three weeks prior to the date of the general meeting, or shall be given in electronic form with the consent of each shareholder.

However, this period may be shortened by the consent of all shareholders in writing, by telegraph or by electronic document prior to the general meeting.

Provided, That if all shareholders consent, a general meeting of shareholders may be held without a convocation procedure.

Part V Officers and the board of directors Article 31 (Number of Directors and Auditors) of the board of directors shall be at least one director, and the auditor shall be one.

Provided, That if the company's capital is less than one billion won, an auditor may not be appointed.

Article 32 (Appointment of Directors and Auditors) (1) Directors and auditors shall be appointed at a general meeting of shareholders.

Article 36. The representative director, etc.

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