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(영문) 서울고등법원 2015.05.29 2014나2042552
주주총회결의무효확인
Text

1. The plaintiff's appeal is dismissed.

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

Purport of claim and appeal

The first instance court.

Reasons

1. The reasons for this part of the basic facts are the same as the corresponding part of the judgment of the court of first instance, and thus, they are cited by the main sentence of Article 420 of the Civil Procedure

[hereinafter] A proposal proposed by the plaintiff (the second decision of the court of first instance)

Of the official text written in paragraph B, the part on “4. Stockholders’ proposal” portion on “the instant proposal” refers to “the instant proposal,” and “a resolution of stating the purport of the claim that the Defendant appointed B as the Defendant’s internal director” refers to “the instant resolution.”

2. Determination as to the cause of the claim

A. Plaintiff’s assertion 1) at the Defendant’s 50 regular general meeting of shareholders, the Plaintiff proposed that “other cases of appointment of 4 directors” be deemed as agenda items and agenda items, and requested that the Plaintiff appoint the relevant director by means of a concentrated vote at the time of appointment of directors. Since the contents of the shareholder proposal proposed by the Plaintiff do not violate Acts and subordinate statutes or the articles of incorporation or other cases prescribed by Presidential Decree, the instant general meeting of shareholders should have presented as agenda items the contents of the shareholder proposal proposed by the Plaintiff as the agenda items. (ii) However, the Defendant’s board of directors set the agenda items of the instant general meeting of shareholders as agenda items, and presented “other cases of appointment of 4 non-executive directors” as agenda items, and decided that the proposal is “other cases of appointment of 4 directors” if it is resolved, the proposal was modified to “other cases of appointment of 4 directors as a concentrated vote,” and the proposal was rejected by the Plaintiff’s general meeting of shareholders without being modified into the contents of the instant general meeting of shareholders as mentioned above.”

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