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(영문) 춘천지방법원 2015.09.25 2015가합5705
주주총회결의 취소의 소
Text

1. A resolution to the effect that the Defendant is appointed as a director at a general meeting of shareholders on December 23, 2013, and a resolution to the effect that C is appointed as a director, and February 12, 2014.

Reasons

1. Basic facts

A. On February 14, 2012, the Defendant is a company established for the purpose of an engineering work business, building work business, etc. (the name at the time of incorporation was “stock company D, but registered as “stock company” on December 26, 2013), and on March 14, 2012, the Defendant’s register of shareholders stated “E 40,000 shares, F20,000 shares, Plaintiff 20,000 shares,” respectively.

B. On December 23, 2013, the Defendant’s representative director “E 80,000 shares” indicated as “E” without the Plaintiff’s consent, and “fixed-term written consent” under Article 363(5) of the Commercial Act, which substituted by a written resolution without the convocation of the general meeting of shareholders pursuant to Article 363(5) of the Commercial Act, and the following written resolution stating the following matters, filed an application for registration of change with respect to the Defendant on December 26, 2013, and the registration of change was completed on the same day.

1.The trade name and the articles of incorporation of the Company shall be amended as follows:

§ 1. (Trade Name) The trade name of this corporation is referred to as corporation B (B).

2. The officers of the Company shall be replaced by:

1 In-house directors appointed: C

C. E’s list of shareholders as of February 12, 2014; “Period reduction consent form”; and “Written resolution by all stockholders” stating the following matters: (a) on February 18, 2014, the application for registration of alteration with respect to the Defendant was completed on the same day; and (b) the registration of alteration was completed on the same day.

1. The officers of the Company shall be replaced by:

1) In-house director dismissed: The fact that there is no dispute over the plaintiff [based on recognition], Gap evidence Nos. 1, 2, 3, 5, Eul evidence Nos. 2 and 3 (where there are serial numbers, each entry, including each serial number, and the purport of the whole pleadings;

2. The gist of the Plaintiff’s assertion is that the Plaintiff holds 25% of the Defendant’s shares (20,000 shares).

However, E arbitrarily changes the list of shareholders as if it had the entire shares of the defendant, and at will without following legitimate procedures without a notice of convening a general meeting of shareholders for the plaintiff.

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