(영문) 서울고등법원 2017.10.20 2017나2041451

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(영문) 서울고등법원 2017.10.20 2017나2041451

이사회결의무효확인

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1. The defendant's appeal is dismissed.

2. The Intervenor joining the Defendant shall bear the costs of the intervention in the appeal.

Reasons

1. Basic facts

A. The status of the parties and the Intervenor, respectively, are the largest shareholders holding 50% of the shares issued by the Defendant established for the purpose of trade business, etc., and from February 1, 2011, the Plaintiff was the Defendant’s internal director, and the Intervenor’s Intervenor was registered as the Defendant’s representative director and internal director.

B. The Intervenor joining the Defendant filed an application for appointment of the Defendant’s director and representative director acting as Seoul Western District Court 2015 non-conforming7.

On August 17, 2015, the above court decided that D was a temporary director of the Defendant (hereinafter “the decision of this case”) on August 17, 2015 on the ground that there is a dispute between the Plaintiff and the Defendant’s Intervenor as to the management right, and the Defendant’s Intervenor was in a long-term stay overseas, making it difficult for him

Since November 11, 2016, D was registered as a temporary director of the defendant.

C. On November 10, 2016, the Defendant’s Intervenor issued a notice of convening a board of directors to the Plaintiff and D, stating the meeting purpose as “cases of whether the representative director has decided to perform his/her duties” and “other agenda items such as company property relations, etc.” (ii) on November 21, 2016, the board of directors (hereinafter “Board of Directors”) with which the above agenda items are resolved around 10:00, was held.

3) The Defendant held a board of directors in the presence of the Plaintiff, D, and the Intervenor joining the Defendant, and passed a resolution to dismiss the Defendant’s representative director, with the consent of the Plaintiff and D, and passed a resolution to appoint D as the Defendant’s representative director with the consent of D and the Intervenor joining the Defendant (hereinafter “instant resolution”).

D. Of the Defendant’s articles of incorporation, the parts directly related to the instant case are as follows. (1) The Defendant’s directors are three or more.

Provided, That where the capital is less than 500 million won, it shall be one person or two persons.

유사 판례

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