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(영문) 대전지방법원공주지원 2019.02.20 2018가합20541
이사회결의무효확인
Text

1. The resolution by the board of directors of the Defendant on December 7, 2018 that appointed the Defendant Intervenor C as the representative director.

Reasons

1. Basic facts

A. As of December 10, 2018, the filing date of the instant lawsuit, the Defendant is a stock company established for the purpose of manufacturing and selling steel products. As of December 10, 2018, the Plaintiff and the Intervenor D are outside directors of the Defendant, and the Defendant’s Intervenor E, C, and F are registered as the Defendant’s internal director.

B. On October 29, 2018, the Defendant issued a ruling to the effect that “The Defendant would permit the convening of a temporary general meeting of shareholders of the Defendant, including the Defendant’s Intervenor C, which is a case of dismissal of the representative director G, the case of dismissal of directors H, and the case of appointment of directors F,” from the above court on October 29, 2018, as requested by some shareholders including the Defendant’s Intervenor C.

C. Around November 22, 2018, the Defendant Intervenor C, E, and D represented by the Defendant’s representative director G and inside directors H, and auditors I sent a letter of content-proof mail stating that “The agenda referred to a general meeting of shareholders to be held on December 7, 2018 shall cause changes in the composition of the Defendant’s representative director and directors, and it is necessary to immediately convene a board of directors immediately after the date of the general meeting of shareholders as there is a need to discuss the pending issues that need to be promptly held, such as prompt management normalization in the future.” As such, G sent the above request to the effect that “A request to convene a board of directors immediately after the end of the general meeting of shareholders is requested pursuant to Article 390 of the Commercial Act, because it is impossible to prove that the right to request the convocation of a board of directors was lawfully delegated by the director, and it is desirable to demand the convocation of a board of directors without authority to convene a board of directors by clarifying the resolution that has not yet been held.”

2.3.

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