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(영문) 서울남부지방법원 2014.07.11 2013가합20213
임시주주총회결의취소
Text

1. The decision made by the Defendant on November 14, 2013 regarding whether to appoint additional auditors shall be revoked at a special shareholders’ meeting.

Reasons

1. Basic facts

A. The defendant is a company aimed at providing and selling computer system services, and the plaintiff is the defendant's shareholder.

Meanwhile, the defendant's shares held 31,00 shares (51.76%) as representative director, 25,390 shares (42.3%) as the plaintiff, 1,810 shares (3.31%) as D, and 1,800 shares (3%) as E.

B. On October 17, 2013, the Plaintiff filed a request for convening an extraordinary general meeting of shareholders with the Defendant’s representative director C to certify that “The purpose of the meeting is to change the articles of incorporation (Article 26 of the Articles of incorporation, the number of directors of the company, the number of directors of the company, the number of directors of the company), the case of the appointment of a new executive director in addition to the item No. 2, and the case of the appointment of a new executive director in addition to the item No. 3,” pursuant to Article 366(1) of the Commercial Act.”

C. On October 24, 2013, the Defendant’s representative director C notified the Plaintiff, A, and D, who is the Defendant’s shareholder, of the convocation of the meeting, that “the modification of the articles of incorporation, the case of additional appointment of directors, and the case of additional appointment of auditors” as stated in the Plaintiff’s request for convocation of the meeting.

On November 14, 2013, C, the chairperson of the provisional general meeting of shareholders of the defendant, presented the issue as to whether all shareholders of the defendant attend a general meeting of shareholders held (hereinafter referred to as "temporary general meeting of shareholders of this case") to appoint an additional auditor, and the above agenda was rejected by the opposition of a majority of shareholders (voting rights) at the above provisional general meeting of shareholders.

(hereinafter referred to as the “resolution of this case”). 【No dispute exists, Gap evidence Nos. 1, 2, and Eul evidence Nos. 1, 2, and 8, and the purport of the whole pleadings.

2. The assertion and judgment

A. The plaintiff's argument in this case is that the convocation procedure or resolution method violates the law and should be revoked for the following reasons.

1. The defendant shall hold a meeting upon the plaintiff's request for convocation.

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