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(영문) 서울남부지방법원 2018.09.21 2017가합1166
주주총회결의취소
Text

1. The instant lawsuit shall be dismissed.

2. The costs of lawsuit shall be borne by the Plaintiff.

Reasons

1. Basic facts

A. The Defendant (formerly: Co., Ltd.) is a company established on July 26, 2007 (total number of outstanding shares: 914,000 shares, 5,000 shares per share, 4,572,500,000 shares, and 4,572,500,000 shares) for the purpose of wholesale, retail, export, and import, and pharmaceutical research and development, etc. of Han bank-related products. The Plaintiff is the Defendant’s shareholder and the Plaintiff is the Defendant’s intra-company director from February 28, 2016, and D is the Defendant’s director and the representative director from February 28, 2016.

B. On January 22, 2017, the Defendant’s resolution, etc. at the general meeting of shareholders, etc., (1) the Plaintiff, who operates one of the two members, was appointed as the Chairperson through the Chairperson of FF, who resigned from the position of the Chairperson, and subsequently, the conflict arose between the Defendant and D, due to the ownership of, and the payment of, rent for, the use of the facilities for the manufacture of pharmaceutical products. (2) On January 22, 2017, the Defendant held a general meeting of shareholders to present the agenda for “the removal of the Plaintiff’s intra-company director” at the general meeting of shareholders. The Plaintiff’s dismissal agenda was proposed to be changed to the resignation agenda of the director, and the Plaintiff consented to the change of the above agenda.

When the plaintiff's internal director resignation agenda was approved with 397,50 shares of 604,850 shares of the total shareholders present, the plaintiff prepared a resignation letter to the effect that he/she resigns as the defendant's director at the time and signed his/her resident registration number and preparation date at the bottom of resignation, and delivered it to the defendant and sent it to the general meeting of shareholders.

C. On February 26, 2017, the Defendant passed a resolution of the general meeting of shareholders of the Defendant on February 26, 2017, held a special general meeting of shareholders on February 26, 2017, and passed a resolution to appoint G as a succeeding director of the Defendant’s company in order to fill in the vacancy of officers following the Plaintiff’s resignation. G completed the Defendant’s registration of taking office on March 2, 2017.

On March 26, 2017, the defendant's letter of resignation of the general meeting of shareholders on March 26, 2017, on which the plaintiff's seal impression is affixed.

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