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(영문) 서울중앙지방법원 2016.12.01 2016가합529463
주주총회결의취소의 소
Text

1. All of the plaintiffs' claims are dismissed.

2. The costs of lawsuit are assessed against the plaintiffs.

Reasons

1. Basic facts

A. The Defendant is a company that aims at a tourist hotel business, and whose total number of shares issued in the corporate register is KRW 1,796,490, the total amount of capital is KRW 8,982,450,000. 2) The Plaintiffs are the Defendant’s shareholders. According to the Defendant’s shareholder registry as of December 31, 203, according to the Plaintiff’s shareholder registry as of December 31, 2013, Plaintiff A holds KRW 170,000, Plaintiff B’s 190,000, Plaintiff C, and D each 113,30,30 shares and KRW 28,35 shares by Plaintiff E.

B. Details of the Defendant’s articles of incorporation and current status of executives (number of executives and method of appointment) Article 21 (Number of executives and method of appointment) (1) The Defendant Company shall have three or more directors and one auditor at a general

(2) Resolutions for election of directors shall be made with the attendance of shareholders who hold shares representing the majority of the total number of outstanding shares.

Article 22 (Term of Office) The term of office of the directors shall be two years, and that of the auditor, three years.

However, if the term of office expires before the resolution of the ordinary general meeting of shareholders on the last settlement term during the term of office, the term of office shall be extended until the closing of the general meeting.

1) The Defendant’s articles of incorporation provide for the appointment of officers and their terms of office as follows, and did not provide for the exclusion of cumulative voting. (No. 5) The Defendant’s internal director as a director of G, H, I, and other non-executive directors were J, Plaintiff C, but the term of office of H, I, J, and Plaintiff C was expected to expire on March 2013.

As a result of the Defendant’s resolution on the appointment of directors at a regular general meeting of shareholders held on March 26, 2013, H, Plaintiff C was reappointed, but the appointment of directors was rejected against the opposition of H, Plaintiff C, G, I, etc.

As a result, G, I was appointed as internal directors, JA and other non-executive directors, respectively.

3) At a regular general meeting of shareholders held by the Defendant on March 30, 2014, G with inside directors of the Defendant was reappointed. 4) At a regular general meeting of shareholders held by the Defendant on March 30, 2015, the Defendant’s in-house directors I and other non-executive directors J are respectively reappointed, and the Defendant was additionally appointed as Plaintiff D and other non-executive directors.

(c).

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