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(영문) 수원지방법원 2017.08.18 2016가합82917
주주총회결의 취소 청구의 소
Text

1. The Defendant’s decision to appoint D and E as an intra-company director at a special shareholders’ meeting on October 28, 2016 is revoked.

Reasons

1. The facts below the basis of facts are either not disputed between the parties or acknowledged by the purport of the entire pleadings.

A. The original residents and their buyers, who have the right to purchase the land for livelihood countermeasures to be supplied due to the development of the F housing site, form a G association around 2008 and purchased the land for livelihood countermeasures from the Gyeonggi-do Si construction. On October 30, 2009, the said association transferred the status of the purchaser of the land to the Plaintiffs and H 3 for the convenience of the project. On March 201, 2010, it delegated the shares held by the members to the said 3rd party for the project.

B. On May 12, 2015, the Plaintiffs and H issued 2,000 shares when establishing the Defendant Company. He owned 800 shares, and H was registered as the Defendant’s representative director, Plaintiff A, and B owned 600 shares, respectively, as an internal director.

C. On October 28, 2016, the Defendant held a temporary general meeting of shareholders (hereinafter “instant general meeting of shareholders”) and passed a resolution to appoint D and E as an internal director (hereinafter “instant resolution”).

2. The parties' assertion

A. The Defendant’s representative director H was already dismissed at the Defendant’s board of directors on October 26, 2015, and the instant general meeting of shareholders was convened by a person who is not qualified as representative director, and there is a defect that did not undergo a resolution by the board of directors for convening the general meeting of shareholders. Thus, the instant resolution shall be revoked

B. The Defendant’s board of directors dated October 26, 2015 (hereinafter the Defendant’s board of directors on October 26, 2015) did not have any agenda to dismiss H from the representative director. However, as the Plaintiffs resolved to dismiss H from the representative director, it merely made false minutes of the board of directors’ meeting as the Plaintiffs made a resolution to dismiss H from the office of representative director

In addition, on July 2016, the Plaintiffs expressed their intent to resign a director at the company’s general meeting and the board of directors on August 2, 2016, and the Defendant promised to pay KRW 450,000,000 to the Plaintiffs on August 8, 2016.

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