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(영문) 부산지방법원 동부지원 2018.12.13 2018가합102286
임시주총결의무효확인
Text

1. The plaintiff's claim is dismissed.

2. The costs of the lawsuit shall be borne by the Plaintiff, including the costs incurred by participation.

Reasons

1. Facts of recognition;

A. The Defendant is a company operating automobile sales business, etc. in Suwon-gu, Busan (the capital in the corporate registry is KRW 400 million), and the Plaintiff is a person registered as the Defendant’s auditor on October 18, 2016.

In addition, the supplementary intervenor D and C are the persons registered as the defendant's in-house directors and auditors on December 29, 2016.

B. On December 15, 2016, the Defendant’s shareholder, F (50 per cent equity holding), G (31 per cent equity holding), H (14 per cent equity holding), and I (5 per cent equity holding) drafted a written agreement with the Defendant’s Intervenor D to appoint one non-permanent auditor as a registration director (in-house director) and a G’s agent as a non-permanent auditor.

(hereinafter “Agreement between Shareholders” or “Agreement between Shareholders” (hereinafter “Agreement”) and the “Agreement between Shareholders”), and on December 15, 2016 by a notary public, the J-Law Office notarized the Agreement between Shareholders on the Commission of K, an agent of the said four shareholders on December 15, 2016.

C. On December 28, 2016, at the meeting room of the head office of the defendant 09:00 on December 28, 2016, all shareholders (four shareholders) were present and the minutes of the extraordinary general meeting of shareholders were prepared to the effect that all of the shareholders (four shareholders) were elected by the defendant auxiliary intervenor D as an intra-company director and the auditor as an auditor. The minutes of the above extraordinary general meeting of shareholders contain seals of representative director L

In addition, on December 29, 2016, JJ's law office was notarized on the minutes of the temporary shareholders' meeting on December 28, 2016 at the N's request, a member of F's agency.

On December 29, 2016, the Defendant registered the Intervenor D as an internal director, and the Intervenor C as the auditor, respectively.

E. Meanwhile, among the Commercial Act and the Defendant’s articles of incorporation, the contents on convening and holding a general meeting of shareholders and appointing directors and auditors are as follows.

[1] In convening a general meeting of shareholders, notice shall be given in writing to each shareholder or given in electronic form with the consent of each shareholder at least two weeks prior to the date of the general meeting of shareholders.

but such notification shall be entered in the register of shareholders.

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