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(영문) 의정부지방법원 2017.12.08 2016가합2595
주주총회결의 부존재확인 등
Text

1. Of the instant lawsuit, the part of the conjunctive claim regarding the extraordinary shareholders’ meeting dated December 1, 2016 shall be dismissed.

2. The defendant.

Reasons

1. The Plaintiff, as the Defendant’s shareholder, was serving as the Defendant’s director and representative director from March 24, 2016, and was dismissed from office on October 6, 2016 and December 1, 2016.

[Ground of recognition] Facts without dispute, Gap evidence 2-1, Eul evidence 2-2, Eul evidence 1, the purport of the whole pleadings

2. A claim filed on October 6, 2016 for the non-existence of a resolution of the special shareholders' meeting and revocation thereof.

A. On October 6, 2016, the Plaintiff asserts that there is no resolution of the above general meeting of shareholders because the board of directors was not opened for the convocation of the special meeting of shareholders as of October 6, 2016, and there was no notification of the above general meeting of shareholders, and the actual general meeting of shareholders was not opened. 2) The Defendant asserts that there is no defect in the above general meeting of shareholders since all the shareholders of the Defendant agree to substitute it by a written resolution without the convocation of the general meeting of shareholders.

B. In a case where there is a serious defect to such a degree that the resolution may not be deemed to exist, such as preparing a false minutes of the general meeting without going through the actual convocation procedure and the meeting procedure, the resolution of the general meeting of shareholders shall be deemed not to exist.

(See Supreme Court Decision 2003Da9636 Decided August 16, 2004, etc.). According to the respective descriptions of evidence No. 11-2 and evidence No. 11-3, it is recognized that the minutes of the board of directors and the extraordinary shareholders’ meeting of October 6, 2016 exist with respect to the extraordinary shareholders’ meeting of October 6, 2016.

However, in light of the following circumstances, the board of directors listed in the minutes of the board of directors (Evidence A 11-2) can be recognized by the respective descriptions and the whole purport of the statements and arguments set forth in Evidence A Nos. 2, 7, 11, and E Nos. 2 (including each number), i.e., the board of directors, not the board of directors for convening the above general meeting of shareholders, but for appointing the representative director after the above general meeting of shareholders

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