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(영문) 서울남부지방법원 2015.07.24 2013가합104838
주주총회 결의부존재 확인의 소
Text

1. The defendant, the defendant on December 6, 2007 and February 22, 2008 at each general meeting of shareholders, E, F, G, H, I, J, K, and L, respectively, shall be appointed as directors.

Reasons

1. Basic facts

A. The defendant is a company established to manage more than 3,750 stores of Geumcheon-gu Seoul Metropolitan Government Distribution Center.

The Plaintiffs are shareholders who own part of the total number of shares 19,920 shares issued by the Defendant.

B. The Defendant’s board of directors and the general meeting of shareholders held on December 6, 2007) 26 shareholders, including K, etc., who are the Defendant’s shareholders, may request the convocation of the special meeting by submitting to the board of directors a document or an electronic document stating the purpose of the meeting and reasons for convening the meeting.

(2) If a general meeting is not convened without delay after a request under paragraph (1) is made, the shareholder who has demanded it may convene the general meeting with the permission of the court.

In such cases, the chairperson of the general meeting of shareholders may appoint a court upon the request of an interested person or ex officio.

On July 4, 2007, Seoul Southern District Court Decision 2007Bu98 dismissed directors N,O, P, and Q, respectively, and applied for the issuance of a temporary general meeting of shareholders for the purpose of meeting the appointment of directors and auditors. On November 6, 2007, the above court issued a decision to allow the Defendant to convene a temporary general meeting of shareholders for the purpose of appointing one new directors and auditors and to dismiss the rest of the application.

B) The Defendant held a temporary general meeting on December 6, 2007 in accordance with the above convocation permission decision. The Defendant passed a resolution to appoint eight directors, including E, F, G, H, I, J, K, and L, in violation of the purport of the above convocation permission decision. 2) On February 17, 2007, the board of directors of the Defendant on December 17, 2007 (a temporary general meeting of shareholders as of February 22, 2008) passed a resolution to appoint E as the representative director. On January 28, 2008, the board of directors passed a resolution to convene a temporary general meeting of shareholders as of January 28, 2008.

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