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(영문) 광주지방법원순천지원 2019.06.27 2018가합11023
주주총회결의 취소 등
Text

1. The resolution made at a general meeting of shareholders on April 11, 2018 by the defendant as to each item in the separate sheet shall be revoked.

2...

Reasons

1. Facts of recognition;

A. On March 19, 2018, the board of directors of the Defendant decided to hold a general meeting of shareholders in 2018 on April 11, 2018. On March 23, 2018, the Defendant notified shareholders of the holding of a general meeting of shareholders as to each item on the attached list on April 11, 2018.

B. On April 11, 2018, the Plaintiff, C, D, and E (359 shares for the Plaintiff, C, 333 shares for C, 308 shares for D, and 359 shares for E) as the Defendant’s shareholders appointed each proxy (the Plaintiff was appointed as the Plaintiff, F, G, D, H, and E as their respective agents).

C. On April 11, 2018, each of the above agents was refused to attend a general meeting of shareholders on the ground that he/she did not submit a certificate of personal seal impression, and could not exercise his/her voting rights on each agenda listed in the separate sheet.

On April 11, 2018, the Defendant’s general meeting of shareholders held on April 11, 2018 attended by 71,977 shares issued, 51,684 shares among 146 shareholders, and 80 shareholders. A resolution was made on each agenda listed in the separate list.

[Reasons for Recognition] Each entry in Gap evidence Nos. 1, 2, 7, 8, 10, 11, 13, and Eul evidence Nos. 1 through 6 (including each number), and the purport of the whole pleadings

2. Article 368(2) of the Commercial Act provides that "a shareholder may have his/her proxy exercise his/her voting right. In this case, his/her proxy shall submit a document proving his/her power of representation to the general meeting." In this context, the term "documents proving his/her power of representation" refers to a letter of delegation, which requires a company to submit a certificate of personal seal impression, a letter of attendance, etc. along with the power of attorney to verify his/her representative's qualification more clearly, and it does not involve such documents.

Even if the shareholder or representative proves the authenticity of power of attorney or the fact of delegation by other means, the company cannot deny the power of attorney.

Supreme Court Decision 200

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