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(영문) 창원지방법원 2018.11.15 2018가합381
주주총회결의취소
Text

1. The instant lawsuit shall be dismissed.

2. The costs of lawsuit shall be borne by the Plaintiff.

Reasons

1. The purport of the Plaintiff’s assertion is that the Defendant decided to issue an ordinary share of 5,000 won per share at a general meeting of shareholders on March 30, 2018. However, the Plaintiff (50% of the shares) present at the above general meeting of shareholders revealed his/her dissenting opinion and did not make any resolution on the part of the Defendant’s person in charge of the Defendant’s taking the scene while disclosing his/her dissenting opinion.

Even if a resolution was adopted, it constitutes grounds for revocation.

2. In order to file a lawsuit seeking revocation of a resolution of a general meeting of shareholders under Article 376 of the Commercial Act, the resolution of the general meeting of shareholders is in itself nonexistent, but it should be deemed that the procedure for convening a general meeting of shareholders or method of resolution violates the statutes or the articles of incorporation or violates the articles of incorporation. In order to recognize the existence of the resolution itself, it is necessary to remove the appearance of the lawsuit because at least the external appearance of the resolution would hinder the current rights or legal relations as a result of the resolution.

Therefore, even according to the party's assertion itself, there is no resolution of the general meeting of shareholders seeking revocation in the absence of a resolution of the general meeting of shareholders to seek revocation in the absence of any external symbol that recognizes the existence of the resolution, such as a resolution, in addition to the absence of a resolution of the general meeting of shareholders.

(See Supreme Court Decision 92Da32876 Decided March 26, 1993, and Supreme Court Decision 2007Da62437 Decided February 14, 2008, etc. regarding lawsuits for confirmation of non-existence of the resolution of the general meeting of shareholders under Article 380 of the Commercial Act, and lawsuits for confirmation of invalidity of the resolution of the general meeting of a reconstruction association. The plaintiff himself/herself asserted that no resolution has been made at the general meeting of shareholders on March 30, 2018, and there are no external signs to recognize the existence of the resolution, such as a resolution resolution or minutes under Article 373 of the Commercial Act.

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