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(영문) 수원지방법원 2016.05.20 2015가합5067
주주총회결의 무효확인
Text

1. On March 18, 2015, the Defendant dismissed the Plaintiff from internal directors at a temporary general meeting of shareholders, and D as internal directors.

Reasons

1. The following facts do not conflict between the Plaintiff and the Defendant:

The defendant is a corporation that engages in real estate development business, etc., and the plaintiff was a shareholder who holds 16 shares of the defendant and was appointed as a director of the defendant's in-house on September 9, 2013.

B. On March 18, 2015, the Defendant’s auditor E obtained permission to convene a provisional shareholders’ meeting (hereinafter “the instant provisional shareholders’ meeting”) and passed a resolution to dismiss the Plaintiff from internal directors and to appoint D as internal directors (hereinafter “the instant resolution”).

C. In order to dismiss a director pursuant to Article 26(3)5 of the Defendant’s articles of incorporation, at least 2/3 of the voting rights of shareholders present at the meeting and at least 1/3 of the total number of issued and outstanding shares must be resolved. E is deemed to have failed to appear at the temporary shareholders’ meeting of this case even though 680 shares of the Defendant’s total issued and outstanding shares were present at the 881 share of the Defendant’s temporary shareholders’ meeting of this case, and the resolution of this case

2. According to the above facts of recognition, the provisional shareholders' meeting of this case was dismissed from office with the consent of 299 weeks less than 2/3 of voting rights among the 680 shares present in violation of the defendant's articles of incorporation, and the provisional shareholders' meeting of this case was excluded from the exercise of voting rights at least 381 shares among the 680 shares present at the meeting. The provisional shareholders' meeting of this case did not exist because there is a very significant defect in the method of resolution. Since the plaintiff was dismissed from office as director by the non-existence of the resolution of the provisional shareholders' meeting of this case, there is a benefit to seek confirmation

However, although the plaintiff is seeking confirmation of invalidity of the resolution of the general meeting of shareholders of this case, all of the claims for confirmation of absence or invalidation of the resolution of the company is valid by law.

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