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(영문) 전주지방법원군산지원 2014.12.18 2014가합1234
임시주주총회결의 취소
Text

1. The following resolution made at a special shareholders’ meeting on July 4, 2014 by the Defendant shall be revoked.

D Resolution for the appointment of directors.

Reasons

1. Facts of recognition;

A. The Defendant’s total number of shares issued by the Defendant was 100,000 shares, and the Plaintiff A owned 100,000 shares (10% of the total number of outstanding shares), Plaintiff B owned 200,000 shares (20% of the total number of issued shares), shareholders E owned 150,000 shares (15% of the total number of issued shares), shareholders F owned 350,000 shares (35% of the total number of issued shares), and shareholders F owned 20,00 shares (20% of the total number of issued shares), respectively.

B. On July 4, 2014, the Defendant held a general meeting of shareholders and passed a resolution by the Defendant, all shareholders were present at the special general meeting of shareholders held on July 4, 2014, and passed a resolution with the consent of E and F.

C. At the time of the general meeting of shareholders of the instant case, the Defendant’s articles of incorporation included the following contents.

Article 21 (Voting Rights of Stockholders) A shareholder shall have one vote for each share.

Article 23 (Method of Resolution of General Meeting of Shareholders) Any resolution shall be adopted by a majority of the voting rights of the shareholders present at the meeting, except as otherwise provided for in Acts and subordinate statutes, and shall be adopted by not less than 1/4 of

Article 26 (Appointment of Directors and Auditors) (1) Directors and auditors shall be appointed at a general meeting of shareholders.

(2) Appointment of directors and auditors shall be made by a majority of the votes of the shareholders present at the meeting, and shall be made by a quarter of the total number of issued voting shares.

(Ma) The remuneration and retirement allowance of directors and auditors shall be determined by a resolution of the general meeting of shareholders.

(b) 【Ex post facto Claim】 without dispute, Gap 3 and 5-1, the purport of the whole pleadings

2. Judgment on the defendant's main defense

A. The defendant's assertion that the plaintiff B did not perform his/her duty to sell 2,000 shares to E and deliver his/her share certificates to the plaintiff, while the plaintiff A knows the above fact as the father of the plaintiff B, the plaintiffs still hold the shares of E on the premise that the above sale satisfies the requirements for issuance of share certificates and is null and void.

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