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(영문) 광주고등법원 2020.02.07 2019나24062
회사에 관한 소송
Text

1. The judgment of the court of first instance is modified as follows.

Among the instant lawsuits, the Defendant’s temporary shareholders’ meeting on July 23, 2018 is held.

Reasons

1. On July 23, 2018, the part concerning the primary and conjunctive claim regarding the resolution of the special shareholders' meeting and the resolution of the board of directors of the Defendant Company among the instant lawsuit is legitimate

A. Where a resolution to appoint the same representative director is passed again after the resolution to appoint the representative director at the board of directors of the relevant legal principles, barring special circumstances, such as the absence of a resolution at the previous board of directors or the absence of invalidation is merely seeking confirmation of legal relations or legal relationship in the past, and there is no benefit in protecting rights, even if the resolution at the first board of directors was defective, barring special circumstances where

(See Supreme Court Decision 94Da53419 delivered on April 11, 1995, etc.). A director is dismissed from office before the expiration of his/her term of office by a resolution of the general meeting of shareholders replacing an officer, and a successor director was appointed.

Even if a director is appointed and registered later by a resolution of a new valid general meeting of shareholders, if the resolution of the new general meeting of shareholders is completed later, barring special circumstances such as the absence or invalidation due to a procedural defect other than the defect of the general meeting convened by an unentitled person, or the cancellation of the resolution, it would be reasonable to seek the non-existence or invalidity of the resolution even if the resolution of the new general meeting of shareholders is null and void, and thus, it would be deemed to lack the protection requirement of rights as a lawsuit for confirmation.

(See Supreme Court Decision 96Da24309 delivered on October 11, 1996, etc.). Also, barring any special circumstance, disputing the validity of a resolution for appointment of directors against a person who has already lost the status of a director is related to the past legal relationship or legal relationship, and there is no benefit in the protection of rights.

B. The board of directors of July 23, 2018 with respect to the resolution of the board of directors of July 23, 2018 shall be E at the board of directors of July 23, 2018.

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