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(영문) 제주지방법원 2015.10.22 2014가합5681
신주발행무효
Text

1. All of the plaintiffs' claims are dismissed.

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

Reasons

1. Basic facts

A. The Defendant is a stock company established on October 17, 2013 for the purpose of hotel operating business, cooking and container business, and the Plaintiffs are the shareholders of the Defendant.

B. In the Defendant’s corporate register, E was registered as an internal director on October 17, 2013, Plaintiff A as the representative director and internal director on January 10, 2014, Plaintiff B, F, G, and H as each internal director, and I as the auditor respectively.

C. Meanwhile, on April 7, 2014, J, K, L, M, N, Plaintiff C was respectively listed as an internal director on the Defendant’s corporate registry, but the registration of suspension of performance of duties on May 23, 2014 was completed in accordance with the instant provisional disposition order (hereinafter “instant provisional disposition order”).

On May 20, 2014, F demanded the Plaintiff A to convene a meeting of the board of directors by designating as a subject matter for the dismissal of the representative director and appointment, and if the Plaintiff A does not convene a meeting of the board of directors, F sent a notice of demand to convene a meeting of the board of directors stating that F would convene the board of directors. The Plaintiff A refused the meeting of the board of directors because there is a justifiable reason for the F to refuse the convocation of the board of directors.

E. On May 26, 2014, F sent to Plaintiff A and B a notice of convening a board of directors convening a board of directors meeting on June 3, 2014 by setting the case of appointing a representative director as an agenda item to be sent to Plaintiff A and B as the service place.

F. On June 3, 2014, the Defendant held a board of directors, and the said board of directors is as follows.

The defendant's six directors, other than those who have been subject to the decision to suspend the performance of his/her duties, such as paragraph (1), shall attend a meeting of F, H, G, or E, and shall dismiss the plaintiff A from the office of representative director with the consent of all directors present and the F shall be appointed as representative director.

6.3. It shall be referred to as the Board of Directors Resolution.

B. Accordingly, on June 5, 2014, F was registered as the representative director in the defendant's corporate register.

G. The Defendant holds a board of directors on June 18, 2014.

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