Plaintiff

Neman Entertainment Co., Ltd.

March 27, 2009

1. On September 7, 2008, it is confirmed that the defendant dismissed the plaintiff from office at a general meeting of shareholders, and that there is no resolution to appoint the non-party 1 and the non-party 4 as each director.

2. The costs of the lawsuit are assessed against the defendant.

The same shall apply to the order.

1. Basic facts

A. The defendant is a corporation with the purpose of commercial sales, real estate sales, etc., and the plaintiff was appointed as the representative director of the defendant on October 10, 2005, and the non-party 1 was appointed as the non-party 7 April 2005, and the non-party 2 was appointed as the defendant's director on May 13, 2005.

B. Since then, Nonparty 1 retired from the Defendant’s director on April 7, 2008, and Nonparty 2, May 13, 2008, but Nonparty 1, 2, and the Defendant’s director at the time, held a board of directors on July 31, 2008 and resolved to dismiss the Plaintiff from the representative director, and appoint Nonparty 1 as the representative director.

C. Around 10:00 on September 7, 2008, Nonparty 1 held a temporary general meeting (hereinafter “instant general meeting”) at the meeting room of the Defendant’s head office. Nonparty 1 prepared a provisional general meeting minutes stating that “The shareholders other than Nonparty 1, the Plaintiff, and the Plaintiff among Nonparty 5, and Nonparty 4 were present at the meeting of the Defendant company, and the Plaintiff was dismissed from the board of directors, and that Nonparty 1 and Nonparty 4 were appointed as directors.” Accordingly, Nonparty 1 completed the respective appointment and dismissal registration on September 7, 2008.

D. According to the defendant's articles of incorporation, the number of directors is at least two, and the convening authority of the board of directors is the representative director, and the president of the general meeting of shareholders also becomes the representative director.

[Grounds for Recognition: Evidence Nos. 1, 3 through 5, and the purport of the whole pleadings]

2. Determination:

A. According to the above facts of recognition, the resolution of the board of directors of this case that Nonparty 1 was appointed as the defendant's representative director was adopted by the board of directors convened by Nonparty 1, who is not the plaintiff entitled to legitimate convening authority, who is not a director, and the non-party 1 and the non-party 2 who participated in the resolution shall be null and void. Thus, the general meeting of shareholders of this case held by the non-party 1 who is not entitled to convene the general meeting of shareholders shall dismiss the plaintiff from the board of directors, and the resolution of the non-party 1 and the non-party 4 to be appointed as each

B. Judgment on the defendant's argument

The defendant, according to Article 25 of the defendant's articles of incorporation, (1) the term of office of the director is extended until the closing of the regular general shareholders' meeting regarding the period for the settlement of accounts, and (2) the plaintiff 1, 6,000 shares out of the shares of the defendant company was owned by the non-party 5 shares, 2,00 shares, respectively, and the non-party 4 shares, 4,50 shares, the non-party 2 shares, 4,50 shares, and the non-party 4 shares, the non-party 2 shares, the non-party 3 shares, the non-party 4 shares, the non-party 2,200 shares, and the non-party 3 legitimately transferred the non-party 2,200 shares, the non-party 3 shares, and the non-party 2,00 shares, the non-party 3 did so with the consent of all the three shareholders present at the time of the resolution at the time of the resolution at the general shareholders' meeting.

However, the resolution of the general meeting of shareholders of this case cannot be deemed to have been extended the term of office of the non-party 1 and the non-party 2 insofar as the resolution of the general meeting of shareholders of this case is not a general meeting of shareholders regarding the period for the settlement of accounts, and the defendant's assertion is not acknowledged unless all shareholders on the list of shareholders present at the general meeting and agree to hold the general meeting and raise any objection (see Supreme Court Decision 2000Da6927, Dec. 24, 2002, etc.) and the reason that some of the shareholders on the list of shareholders present at the general meeting of shareholders and consented to the resolution of the general meeting of this case cannot be deemed to have been valid. Thus, the above argument of the defendant is without merit without further review.

3. Conclusion

Therefore, the plaintiff's claim of this case is reasonable, and it is decided as per Disposition by admitting it.

Judges Kim Su-cheon (Presiding Judge) and Lee Jong-jin