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(영문) 대구지방법원 2018.05.18 2017가합207844
임시주주총회결의무효확인 등
Text

1. Of the surrounding claims of the instant lawsuit, each resolution listed in paragraphs 1, 2, and 3 of the attached list of the resolution of the temporary shareholders' meeting.

Reasons

1. Basic facts

A. The Defendant is a stock company established on June 19, 2015 for the purpose of specialized fire-fighting system construction business, etc., and the Plaintiff is a person who served as the Defendant’s internal director from January 26, 2017 to September 28, 2017.

As of February 24, 2017, the Defendant’s total number of outstanding shares was 30,000 shares (ordinary shares, 10,000 shares per share), and 15,300 shares among them were owned by C Co., Ltd. (hereinafter “C”), and 14,700 shares, respectively.

B. On August 8, 2017, the Plaintiff, as the Defendant’s in-house director, sent a notice of convening a temporary general meeting of shareholders to C on September 28, 2015 and served to C around that time. The agenda was “the dismissal and replacement of officers and directors, two increased directors, two increased directors, the appointment of representative director,” and “the inspection of the company’s business, property status, and the appointment of inspector for this purpose” under Subparag. 1. 2.

C. However, on September 19, 2017, the Plaintiff, as the Defendant’s internal director, sent a letter of “a case of the change of the date of holding the provisional shareholders’ meeting” to the effect that “the temporary shareholders’ meeting as of September 28, 2015, due to the Defendant’s circumstances, shall be postponed on October 27, 2017.”

On September 21, 2017, C sent to the Plaintiff a letter of “No delay of the general meeting of shareholders due to any change in the basic circumstances that it is necessary or possible to convene the general meeting of shareholders as of September 28, 2017,” and the purport that “No delay of the change in the general meeting of shareholders shall be delayed, and the notice of change in the general meeting of shareholders shall be in violation of the Commercial Act.”

On September 22, 2017, the Plaintiff notified C of the postponement of the temporary shareholders' meeting once again as a defendant's internal director.

On September 28, 2017, the Defendant held a special general meeting of shareholders on September 28, 2017 to elect D as the chairperson in the state of the attendance of shareholders C0, and did not pass a resolution of “two increased directors of the company and the appointment of representative director” in paragraph (1) of the attached list of the resolution of the temporary general meeting of shareholders as to the appointment of inspector.

hereinafter referred to as "the first resolution of this case"

on the same day.

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