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(영문) 대구지방법원 2015.02.12 2014가합206147
회사에 관한 소송
Text

On November 10, 2014, the decision that the defendant appointed C, D, and nameless winners at a temporary general meeting of shareholders on November 10, 2014 as internal directors is adopted.

Reasons

1. Basic facts

A. C’s shareholder holding 57.89% (73,340 shares) of the Defendant’s outstanding shares on the basis of the Defendant’s shareholder registry as of May 15, 2014 and demanded the Defendant to convene a temporary shareholders’ meeting, the subject matter of which is the appointment of directors and representative directors, on July 4, 2014, but the Defendant did not comply therewith.

B. The Court rendered a decision to permit the Defendant to convene an extraordinary general meeting of shareholders on October 8, 2014 by filing an application for the issuance of a provisional general meeting of shareholders with this Court No. 2014 non-conforming34 and on October 8, 2014.

C. A special general meeting of shareholders held on November 10, 2014 according to the above decision of permission to convene a general meeting (hereinafter “special meeting of shareholders”) was held, and the agenda on dismissal of inside directors A was rejected.

Nevertheless, the husband D (D, Korean name E, hereinafter referred to as “D”) of C, who was the Speaker pro tempore at the temporary shareholders’ meeting of this case, proposed each internal director appointment agenda for C, D, and undermining names, and passed each resolution (hereinafter referred to as “instant resolution”).

E. Meanwhile, the Defendant filed a lawsuit notice with C as to the instant lawsuit, and the notice reached C on January 14, 2015.

[Ground of recognition] Facts without dispute, Gap evidence Nos. 1 and 2, purport of the whole pleadings

2. The assertion and judgment

A. A general meeting of shareholders held by the plaintiff's assertion court's ruling of permission to convene cannot pass a resolution on matters other than those stipulated in the court's ruling of permission to convene. The resolution in this case is about matters other than the general meeting purpose permitted by the court, and thus it is unlawful to convene a general meeting or adopt a resolution

(b) a shareholder holding no less than 3/100 of the issued and outstanding shares may submit to the Board of Governors a document or electronic document stating the purpose of the meeting and the reasons for convening the meeting to convene the extraordinary meeting, and the request shall be made.

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