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1. The defendant's appeal is dismissed.
2. The costs of appeal shall be borne by the defendant, and those resulting from the intervention in the appeal.
Reasons
1. At the first instance court, the Plaintiffs filed the primary claim against the Defendant as stated in the purport of the claim, and the first instance court dismissed the primary claim and accepted the conjunctive claim.
Since the defendant only appealed against this issue, the subject of this Court's trial is limited to the preliminary claim.
2. The reasoning for the court’s explanation in this part is the same as the relevant part of the judgment of the court of first instance, and thus, this part is cited by the main text of Article 420 of the Civil Procedure Act
3. The plaintiffs asserted that the resolution of this case was erroneous, and thus, they sought revocation of the resolution of this case.
The Plaintiff A was delegated with the exercise of voting rights on the shareholders’ general meeting of this case by 1,348 shareholders holding 187,270 shares of the Defendant, and submitted to the Defendant the original copy of the power of attorney delivered from the above shareholders before the date of the general meeting of shareholders.
The Defendant rejected the Plaintiff’s exercise of voting right by proxy without any investigation as to the authenticity of the power of attorney submitted by the Plaintiff A on the ground that each delegation submitted by the Plaintiff was not accompanied by the Plaintiff’s certificate of personal seal impression.
Therefore, the defendant's refusal to exercise the right of representation of the plaintiff A is unfairly rejected in violation of Article 368 (2) of the Commercial Act, so the resolution of this case is defective in violating the law.
(b)The shareholders shall be entitled to exercise their voting rights in writing without being present at the meeting of shareholders, in accordance with the articles of incorporation, and the company shall exercise voting rights in accordance with the above provisions in the notice of convening the meeting.