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1. All of the plaintiff's claims are dismissed.
2. The costs of lawsuit shall be borne by the Plaintiff.
Reasons
1. Basic facts
A. The Defendant is a stock company established for the purpose of the production and distribution business of the Yellow Dust. The Plaintiff is a stockholder who holds 195,000 shares out of the total number of shares issued by the Defendant.
B. The Defendant’s outside director C retired from office on March 31, 2014; company director D and auditor E on March 31, 2015; company director and representative director F on March 31, 2016.
C. On August 31, 2017, F, a retired representative director, convened a temporary general meeting of shareholders (hereinafter “general meeting of shareholders as of August 31, 2017”) on August 31, 2017, and seven shareholders holding a total of 619,00 shares (voting shares 1,052,50 shares) among the total number of outstanding shares issued at the said general meeting of shareholders, present at the meeting of shareholders, and made a resolution to appoint F and D as an internal director, C as an outside director, and E as an auditor, respectively.
On August 31, 2017, directors appointed at a general meeting of shareholders held a board of directors on the same day (hereinafter referred to as "board of directors on August 31, 2017") and passed a resolution to appoint directors F as representative directors.
E. On December 14, 2017, F is a “general meeting of shareholders as of December 30, 2017, as of December 30, 2017, where shareholders are qualified as the Defendant’s representative director, as a matter of partial revision of the articles of incorporation and disciplinary action against employees.”
F. Around December 30, 2017, on December 30, 2017, around 14:30 minutes prior to the general meeting of shareholders as of December 30, 2017, the Defendant’s total number of voting shares 85,000 shares (including seven shareholders holding 81.23% of the total number of voting shares) among the total number of 1,05,52,500 shares with 30 minutes prior to the general meeting of shareholders as of December 30, 2017, there is a defect that does not meet the requirements of at least 80% of the total number of voting shares required by the Defendant’s articles of incorporation, and thus, the agreement was made to ratification it.
G. On December 30, 2017, eight shareholders who hold 1,032,00 shares of the Defendant’s total number of voting shares among the total number of 1,052,50 shares with the Defendant’s voting rights were present at the shareholders’ general meeting. The said shareholders present at the meeting with the unanimous consent of all the shareholders.