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(영문) 대전지방법원 2020.10.21 2019가합109265
주주총회결의부존재확인 등의 소
Text

A resolution to dismiss the Plaintiff (Counterclaim Defendant) from the internal director at the general meeting of shareholders on May 10, 2018 of the Defendant-Counterclaim Plaintiff (Counterclaim Plaintiff).

Reasons

A principal lawsuit and a counterclaim shall be deemed simultaneously.

1. Facts of recognition;

A. The defendant is a company with the objective of Smarket business, large retailer business, etc., and the plaintiff is below.

A person whose registration has been completed as dismissed from office as the defendant's intra-company director.

B. Article 363(5) and Article 363(6) of the Commercial Act of May 10, 2018 (Notice of Convocation) of the premise that C is the Defendant’s one-person shareholder, the Defendant’s representative, without undergoing a general meeting of shareholders, may hold a general meeting of shareholders without undergoing a convocation procedure, and may substitute for a resolution of the general meeting of shareholders by a written resolution, if C consented in writing to all of the shareholders. (5) The written resolution under paragraph (4) of the same Article is effective as the resolution of the general meeting of shareholders. (5) The written resolution stating that “The Defendant is dismissed from the Defendant’s director with the written consent of all of the shareholders (hereinafter “instant resolution”), instead of the temporary general meeting of shareholders,” provided that C is the Defendant’s one-person shareholder.

C. On the other hand, around May 2018, C filed a complaint against the Plaintiff on occupational embezzlement, occupational breach of trust, and fraud in relation to the Defendant’s operation, and the Plaintiff prepared and delivered a written agreement with C as follows:

(hereinafter “instant agreement”). The written agreement shall be 20,000,000 won until November 30, 2018.

By December 31, 2018, 20,000 won shall be repaid.

Note) He/she shall meet 40,000,000 won in total to the representatives of B C. He/she shall comply with the loan (cash receipt). (Evidence A, as the basis for recognition, Nos. 1 and 1 and 2, respectively.

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