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(영문) 울산지방법원 2018.09.06 2018가합23472
회사에 관한 소송
Text

1. The Defendant’s resolution on each agenda indicated in the separate sheet in March 29, 2018 is null and void.

Reasons

1. The following facts do not conflict between the Parties:

The defendant is a company established on January 18, 2017 by issuing 30,00 common shares for the purpose of acquiring, managing, opening, disposing of, etc. real estate.

The plaintiff is a shareholder or in-house director who has acquired 9,00 shares (30%) of the defendant.

B. On January 31, 2018, the Defendant held a board of directors to convene a general meeting for the amendment of the articles of incorporation. On the contrary, the Plaintiff did not meet the requirements for consent of at least 4/5 of the members present at the board of directors, which are the requirements for the resolution of the board of directors under the Articles of incorporation

C. Since then, as the U.S. District Court 2018Bhap111, C, a shareholder, obtained the Defendant’s permission to convene a general meeting of shareholders for the amendment of the articles of incorporation, and at the temporary general meeting of shareholders held on March 29, 2018 (hereinafter “the temporary general meeting of shareholders in this case”), as indicated in the attached list, at least 4/5 of the quorum of the general meeting of shareholders in Article 26(3) of the Articles of incorporation, “not less than 2/3” was “not less than 4/5” and the quorum of the board of directors resolution in Article 41(1) was “the affirmative votes of the majority of the directors present and the affirmative votes of the board of directors present” (hereinafter “the resolution in this case”).

Meanwhile, the Plaintiff appeared at the special shareholders’ meeting of this case and expressed his dissenting opinion on the resolution to amend the above articles of incorporation.

2. In order to amend the articles of incorporation at the time of the provisional shareholders’ meeting of this case, Article 26(3) and Article 26(3) of the Defendant’s Articles of incorporation (Resolution and Quorum) (3) The following matters shall be the number of shareholders present at the meeting by not less than 4/5 of the voting rights and by not less than

1. The consent of 4/5 or more of the voting rights of shareholders present pursuant to the amendment of the articles of incorporation (hereinafter omitted) is required. The plaintiff who holds 30% of the total shares issued by the defendant shall express his dissenting opinion against this.

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