1. The defendant, the defendant,

On November 15, 2017, Plaintiff A, B, and D, an executive at the expiration of the term of office, among the resolutions made at the special shareholders' meeting.

Basic Facts

The school juristic person J (hereinafter referred to as the “J”) holds 100% of the Defendant’s shares, and the Defendant is a juristic person with the objective of managing cultural heritage and promoting the tourism industry.

On May 11, 2017, the superintendent of education of Gyeonggi-do appointed M, etc. as a temporary director under Article 25(1)1 and 2 of the Private School Act, and M was appointed as a temporary director of the J in a temporary society on June 30, 2017.

Since it is not possible to appoint a regular chief director by temporary directors (see, e.g., Supreme Court en banc Decision 2006Da19054, May 17, 2007), M is appointed from among temporary directors, M is interpreted as temporary directors.

M as the temporary president of J, who is the Defendant’s shareholder, on November 15, 2017, dismissed the Plaintiff A, B, and D, who is the Defendant’s existing directors, on the ground that the Defendant’s term of office expires. A resolution was passed at the Defendant’s temporary general shareholders meeting that appoints E, F, G, H, and I as the Defendant’s new directors, and on February 9, 2018, a resolution was passed at the Defendant’s temporary shareholders meeting that appoints G as the representative director.

(Resolution) The resolution of each of the above general shareholders’ meetings (hereinafter “resolution of each of the above general shareholders’ meetings”). The Defendant’s new directors resigned on May 28, 2019.

[Reasons for recognition] Each description of Gap evidence Nos. 1 through 7 (including the number of branch offices), basic rights of the school foundation to determine the overall purport of pleadings, the legislative purpose of the Private School Act, and Article 25 of the Private School Act as a special rule under Article 63 of the Civil Act, has separate provisions on the grounds for appointment of provisional directors, duties, duration of office and restrictions on appointment of regular directors, etc. In light of the above, provisional directors appointed under Article 25(1) of the Private School Act as a risk management manager in charge of operation of the school juristic person temporarily where the purpose of the school juristic person is not achieved or is likely to cause damage, unlike temporary directors under the Civil Act.