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(영문) 서울고등법원 2017.08.17 2016나2083083
이사회결의무효확인
Text

1. The defendant's appeal is dismissed.

2. Of the appeal costs, the part resulting from the intervention is the Intervenor joining the Defendant.

Reasons

1. The reasoning for the court’s explanation on this part is as follows: (a) the part of the “basic fact” under the second to fifth upper part of the judgment of the court of the first instance is the same as that under the second to fifth upper part of the judgment of the court of the second instance; and (b) thus, this part is cited in accordance with the main text of Article 420 of the Civil Procedure Act.

The term "C" shall be replaced by "auxiliary".

The following table shall be added to the third last sentence of the judgment of the first instance:

The details of the resolution for the appointment of directors at each meeting of the board of directors shall be indicated as sound. The name of the director at each meeting as of March 6, 2012, the additional director at each meeting of the board of directors as of February 28, 2013, the board of directors as of June 1, 2015 (the resolution of the board of directors at this case) of the board of directors as of February 24, 2016 (the board of directors at this case), among the appointment of the plaintiff at the board of directors as of May 9, 2016 (the chief director), among the appointment of the plaintiff at each meeting of May 24, 2016, the (the senior director), the (the assistant director), the (the senior director), the supplementary director at the meeting of the NA, the senior director at the meeting of the NA (the chief director), the senior director at the meeting, the senior senior director at the meeting, the senior director at the meeting, the senior senior director at the meeting, the senior director at the meeting (the senior director).

2. The parties' assertion

A. On February 28, 2013, even though the board of directors of the Defendant Foundation did not have been convened, Plaintiff I completed the registration of appointment of additional directors by preparing and attaching the minutes of the board of directors falsely, as if the board of directors of the Defendant Foundation had been actually held and a resolution for appointment of additional directors was passed. The additional senior directors are not legitimate directors of the Defendant Foundation. Accordingly, the instant board of directors consisting of four additional senior directors present at the meeting.

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