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(영문) 제주지방법원 2017.08.17 2017가합10226
회사에 관한 소송
Text

The Defendant’s resolution to appoint C and D as an internal director at the special shareholders’ meeting on December 30, 2016 was revoked, and on December 30, 2014.

Reasons

1. Basic facts

A. 1) The parties are companies established on November 16, 2012 for the purpose of leasing passenger transport business, etc. 2) The Plaintiff was a representative director of the Defendant from the establishment of the Defendant to March 28, 2013, and was registered as a shareholder of 50% (17,500 shares) out of the total number of shares issued in the Defendant’s register of shareholders.

B. 1) Examining the written consent of the shareholders prepared by F on July 21, 2014 by the general shareholders’ meeting of F, the resolution to appoint E, G, and H as an internal director only as the sole shareholder (hereinafter “resolution of the special shareholders’ meeting of July 21, 2014”).

The list of shareholders states that F holds 35,000 shares issued by the Defendant, and that F holds 35,000 shares issued by the Defendant. 2) Examining the minutes of the board of directors meeting held on July 21, 2014 by the Defendant, the list of shareholders states that in-house directors E, I, H, G, and auditor shall hold the board of directors and resolve to appoint E as the representative director.

3) Examining the Defendant’s minutes of the general meeting of shareholders as of December 30, 2016, the list of shareholders states that C and D are resolved to appoint each internal director with the consent of all shareholders, and the list of shareholders states that E holds 14,000 shares, H 10,50 shares, and G 10,50 shares, among the shares issued by 35,000 shares. 4) Examining the Defendant’s minutes of the board of directors as of December 30, 2016, the Defendant’s representative director E, inside directors C, H, H, G, and D held the board of directors and resolved to additionally appoint C as the representative director.

C. On December 2, 2013, the Defendant’s minutes of the special shareholders’ meeting held on December 2, 2013, stating that the Plaintiff was dismissed from office with the consent of 24,500 share shares of F, present at the meeting of 35,000 shares issued and outstanding.

Accordingly, the plaintiff filed a lawsuit seeking the cancellation of the above resolution of the provisional shareholders' meeting, and the Jeju District Court did not notify the plaintiff as a shareholder and director holding 17,500 shares out of 35,000 shares issued by the defendant representative director F at the time of the above resolution of the provisional shareholders' meeting.

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