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(영문) 서울고등법원 2017.04.14 2016나2077521
주주총회결의취소
Text

1. All appeals filed by the plaintiffs are dismissed.

2. The costs of appeal are assessed against the Plaintiffs.

The purport of the claim and appeal is the purport of the appeal.

Reasons

Basic Facts

Plaintiff

A served as a defendant's internal director and representative director from July 18, 2014 to August 7, 2015.

Note D 48,00 E 34,500 F 10,500 G 10,500 G 10,500 H 5,000 J 5,000 J 118,000 M 118,000 Defendant’s total number of outstanding shares as of August 7, 2015 is 118,000 shares, and each shareholder and status of holding shares on the list of shareholders are as listed below.

On August 7, 2015, the Defendant held a special general meeting of shareholders (hereinafter referred to as the “special meeting of shareholders”) and held the same B.

In all shareholders mentioned in the paragraph, consent to the convening of the above extraordinary shareholders' meeting, the plaintiff A was dismissed from inside directors on a full basis, and K and G were elected as inside directors.

【Lawsuit for revocation of the resolution of the general meeting of shareholders of a stock company as to the legitimacy of the lawsuit in this case by Plaintiff B, without any dispute over the grounds for recognition, Gap evidence 1, Eul evidence 1, the whole purport of the pleading, may be brought only by the shareholders, directors or auditors of the stock company

(Article 376(1) of the Commercial Act. However, according to the above evidence, it is recognized that Plaintiff B was not in the position of director or auditor of the defendant, and that it was not registered as a shareholder on the defendant’s list.

The evidence No. 3 submitted by the above plaintiff to prove that the plaintiff is a beneficial shareholder for 2,00 shares of the defendant, is difficult to believe it as is in light of the statement No. 2 and witness E's testimony, and there is no other evidence to prove that the above plaintiff is a beneficial shareholder of the defendant.

Furthermore, a person who did not complete entry as a shareholder in the register of shareholders is prohibited from exercising shareholder rights (see, e.g., Supreme Court en banc Decision 2015Da248342, Mar. 23, 2017). Since the above Plaintiff did not complete entry in the register of shareholders, it cannot be asserted that he/she is a shareholder against the Defendant.

Therefore, the above plaintiff's standing to seek revocation of the resolution of the provisional shareholders' meeting of this case is not recognized, and therefore the above plaintiff's objection.

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