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(영문) 서울남부지방법원 2016.06.24 2015가합108476
임시주주총회결의부존재확인 등
Text

1. The plaintiff's claims against the defendants are all dismissed.

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

Reasons

1. The facts below the basic facts are either in dispute between the parties or in accordance with Gap evidence Nos. 3, 11-4, and 22, the whole purport of the pleadings can be acknowledged.

At the temporary general meeting of shareholders of Defendant B Co., Ltd. (hereinafter “Defendant B”) held as of September 2, 2015 (hereinafter “the first general meeting of shareholders”), D1, who asserts that he/she is the owner of 100% of the shares, was present at the meeting of D with D’s consent, ① the Plaintiff is dismissed from inside directors, E and F as inside directors, ② the resolution to change the articles of incorporation “the resolution of the general meeting of shareholders shall be attended at least 1/3 of the shares issued and voting rights of the present shareholders shall be at least 2/3 of the voting rights of the present shareholders” (hereinafter “the resolution of the first general meeting of shareholders”). The resolution of the board of directors was adopted at the meeting of Defendant B, which was held as of the same day, with the attendance of inside directors, D, E and F as mentioned above, with the consent of all members, and with D’s appointment of the representative director as representative director (hereinafter “the resolution of the board of directors of this case”).

B. At the temporary general meeting of shareholders of Defendant C Co., Ltd. (hereinafter “Defendant C”), which was held on September 3, 2015 (hereinafter “the second general meeting of shareholders”), D1, who asserts that he/she is an owner of 100% of the shares of this case, was present at the meeting of each of the first and second general meetings of shareholders (hereinafter “each of the instant general meetings of shareholders”), and D with D’s consent, with the consent of D, the Plaintiff was dismissed from internal directors, and the Plaintiff was appointed as internal directors (hereinafter “the second general meeting of shareholders”), and the first and second general meeting of shareholders was adopted, including the resolution of this case, “each of the instant general meetings of shareholders,” and the first and second meetings of shareholders held on the same day by Defendant C Co., Ltd. (hereinafter “Defendant C”), the Plaintiff was present at the meeting of the board of directors of the first and second general meeting of shareholders, and as above, appointed F as a director

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