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(영문) 광주지방법원순천지원 2017.10.19 2017가합10207
주주총회결의무효확인 등
Text

1. All of the plaintiffs' claims are dismissed.

2. The costs of lawsuit are assessed against the plaintiffs.

Reasons

1. Basic facts (applicable for recognition: Facts without dispute, Gap evidence 1 through 5, 7, 9 (including provisional numbers; hereinafter the same shall apply);

(ii) the statements in Eul evidence Nos. 4, 5, and 8, and the purport of the whole pleadings

A. The defendant is the company that manages the store in which fishery products are sold, and the plaintiffs are the shareholders of the defendant.

B. On May 20, 2015, the resolution of the general meeting of shareholders and the judgment of confirmation of non-existence thereof (1) on May 20, 2015, the Defendant held a general meeting of shareholders on May 20, 2015, which covers the election of executives, amendment of the articles of incorporation, etc., and appointed AA as an internal director and representative director, AB, AC, AD, AE as each internal director, AF, AG, AH as an outside director, and AI and AJ as each auditor.

(2) As to this, 55 shareholders of the Defendant, including Plaintiff A, filed a lawsuit against the Defendant for confirmation of existence of the general meeting of shareholders on the ground that the above general meeting of shareholders was defective in the convocation procedure and resolution method (Seoul District Court Decision 2015Gahap978), and filed a provisional disposition seeking suspension of the performance of duties of representative director against AA.

(3) On February 19, 2016, the Gwangju District Court suspended the performance of duties of the representative director of AA and appointed AK as an acting representative until the judgment on the case of confirmation of existence of the general meeting of shareholders (2015Gahap978).

(4) On October 20, 2016, Gwangju District Court rendered a judgment to confirm that no resolution was made by the general meeting of shareholders on May 20, 2015, and the said judgment became final and conclusive on November 8, 2016.

C. On December 21, 2016, the resolution of the general meeting of shareholders (1) on December 21, 2016, AL, AM, whose term of office as a director expired, but as a retired director, held the board of directors on November 23, 2016, and decided to hold a temporary general meeting of shareholders (hereinafter “instant general meeting of shareholders”) with respect to the appointment of officers and the amendment of the articles of incorporation as a subject matter of the general meeting of shareholders on December 21, 2016, and thereafter notified shareholders of the convocation of the said general meeting

(2) A general meeting of shareholders of this case held on December 21, 2016.

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