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(영문) 서울고등법원 2015.08.28 2015나2019092
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

1. The reasons why the court should explain this part of the facts of recognition are the same as the corresponding part of the reasoning of the judgment of the court of first instance, and thus, they are cited by the main sentence of Article 420 of the Civil Procedure Act.

2. The plaintiffs' assertion and judgment

A. For the following reasons, a resolution made at a general shareholders’ meeting on March 26, 2014 with respect to the appointment of a director under subparagraph 2 (hereinafter “instant resolution”) shall be revoked on the grounds that the procedures for convening a meeting or the method of adopting a resolution is in violation of the statutes.

1) Under Article 363-2(1) of the Commercial Act, the Plaintiffs proposed that “the appointment of additional directors and two other directors shall be the subject matter of the meeting and that of the above directors shall be selected and appointed as a concentrated voting system. Therefore, the Defendant, despite the fact that the Defendant should make the subject matter of the general meeting of shareholders and appoint two directors as a concentrated voting system, shall disregard the Plaintiffs’ proposal, and the Defendant made a decision on “the propriety of appointment of additional directors and two other directors according to the shareholder proposal” with the purport that “the appointment of additional directors shall be made” and “the appointment of the incumbent directors and two other directors shall be made.” As above, the Defendant infringed the Plaintiffs’ right to proposal and the right to appoint additional directors based on the cumulative voting system, and issued an unlawful notice of convocation.” In so doing, the Defendant requested that the convocation notice of the general meeting of shareholders be stated in the summary of the proposal, stating “the appointment of the Plaintiff B and D as candidates.”

Therefore, the defendant should enter the name, address, career, etc. of the candidate recommended by the plaintiffs in the notice of convening the shareholders' meeting.

However, the defendant did not enter the guidelines of the proposed agenda in the notice of convening a general meeting of shareholders, thus infringing the plaintiffs' right to make proposal and making illegal notification.

3. A director who does not exclude the cumulative voting from the appointment of a director in the articles of incorporation.

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