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(영문) 서울고등법원 2018.05.10 2016나2038823
주주총회결의부존재확인 등
Text

1. Revocation of the first instance judgment.

2. All the lawsuits on the main and ancillary claims of this case shall be dismissed.

3...

Reasons

1. Under this part of basic facts, the reasons for this Court shall be as stated in the part of the "1. Acknowledgement of Facts" from 10 to 3. 2 pages of the second judgment of the court of first instance, except that the second written "the same day" under the second written judgment of the court of first instance is "the next day". Thus, this Court shall accept it in accordance with the main sentence of Article 420 of the Civil Procedure Act.

2. The parties' assertion

A. The Plaintiff’s resolution of this case was made by the instant general meeting of shareholders without a convocation decision of the Plaintiff, who is not authorized to convene the general meeting of shareholders, by C without a convocation decision of the Plaintiff, who is the person with the authority to convene the general meeting of shareholders, and there is a serious defect to the extent that it cannot be deemed that the resolution was made by the general meeting of shareholders. Therefore, the resolution of this case

(Preliminary Claim). (b)

Defendant 1) On July 4, 2016, the Defendant’s general meeting of shareholders held on July 4, 2016 approved the “case of approval for management innovation and restructuring” and “case of appointment of directors and representative directors of C,” and C was duly selected and appointed as the Defendant’s inside director and representative director. Accordingly, the part seeking confirmation of the absence of the resolution of this case (main claim) is unlawful as there is no benefit of confirmation. 2) Moreover, the part seeking revocation of the resolution of this case (preliminary claim) is unlawful as there is no defect in the convocation procedure at the general meeting of shareholders of this case, and even if the procedural defect occurred, even if the procedure defect was corrected by the resolution of the temporary general meeting of shareholders of this case, it cannot be claimed for revocation.

3. Determination on the legitimacy of the main defense and the conjunctive claim

A. In a lawsuit seeking the non-existence or invalidity of a resolution of appointment of an officer at a general meeting of shareholders, or the revocation of such resolution, the officer appointed by such resolution is not at the position of, or resigns from, the officer, and then is reappointed by a new resolution of the general meeting of shareholders.

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