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(영문) 서울남부지방법원 2017.09.15 2016가합109346
회사에 관한 소송
Text

1. Defendant D shall be dismissed from office of the representative director and director of Defendant C Co., Ltd.

2. The costs of lawsuit are assessed against the Defendants.

Reasons

1. Basic facts

A. Defendant C Co., Ltd. (hereinafter “Defendant Co., Ltd.”) is a stock company operating indoor decoration business, etc., and Defendant D is registered as the representative director and director of the Defendant Co., Ltd from January 12, 2015, and the Plaintiffs are shareholders holding 12,600 shares and 8,400 shares among the total common shares of Defendant Co., Ltd. (hereinafter “Defendant Co., Ltd”).

B. On April 8, 2016, the Plaintiffs demanded the Defendant Company to convene a temporary general meeting of shareholders consisting of “the dismissal of Defendant D’s representative director and the appointment of inside directors E,” but Defendant D did not comply therewith. However, the Plaintiffs filed a request with this court for permission to convene a temporary general meeting of shareholders of the Defendant Company that covers the above contents as an agenda item, and this court permitted the above general meeting on July 28, 2016.

(Decision 2016 non-conforming10019) (c)

The plaintiffs convened a provisional general meeting in accordance with the decision to permit the convocation of the above general meeting, and on August 25, 2016, the provisional general meeting of the defendant company holding the "Dismissal of Defendant D and Selection of In-house Directors E" as the agenda item, but all of the above agenda items were rejected in the vote.

[Ground of recognition] Facts without dispute, entry of Gap evidence 1 to 5, purport of the whole pleadings

2. Defendant D, the representative director of the Defendant Company, committed the following offenses. However, such offenses constitute “where a director commits an unlawful act in connection with his duties, or a serious violation of the statutes or the articles of incorporation,” and thus, the dismissal at the shareholders’ meeting of the Defendant Company was rejected, the Plaintiffs, who are minor shareholders, seek the dismissal of Defendant D by the instant lawsuit.

The defendant D, the representative director of the defendant company, shall delegate the whole business of the company to F, who is his father, and shall be subject to the duty of care of directors under the Civil Act applied mutatis mutandis in accordance with Article 382(2) of the Commercial Act, and the duty of loyalty in accordance with Article 382-3 of the Commercial Act.

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