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(영문) 수원지방법원 2016.06.10 2015가합6756
이사회결의부존재확인
Text

1. There is no resolution by the board of directors on the establishment of a company and a case of investment made by the defendant on September 2, 2011.

Reasons

1. According to the evidence evidence No. 5 of the judgment as to the cause of the claim, the defendant's minutes of the board of directors held on September 2, 2011 and attended by the representative director C, inside directors D, E, and F on September 2, 201, and with the consent of all directors present at the meeting, it is recognized that the defendant's minutes of the board of directors held on September 2, 201 stated that "the case of establishment of the subsidiary and capital investment (the company trade name of the subsidiary: KRW 4.1 billion; shares distribution: KRW 100,000; KRW 820,000; KRW 500; and "the case of this case") was resolved."

However, in full view of the contents of evidence Nos. 2, 3, and 4 and the purport of the whole pleadings, the defendant's articles of incorporation provides that "if there are directors separately designated by the representative director (president) or the board of directors, the board of directors shall be notified to each director and auditor three days prior to the date set for the meeting, and Article 34 (2) of the defendant's articles of incorporation shall be called." Paragraph (3) of the same Article provides that "any other director not designated as a person entitled to convene the board of directors under paragraph (2) may demand the convocation of the board of directors, who shall be the person entitled to convene the board of directors pursuant to paragraph (2)." Paragraph (5) of the same Article provides that "the chairperson of the board of directors shall be the person entitled to convene the board of directors who has a special interest in the resolution of the board of directors." Paragraph (2) of the same Article provides that "A person with a special interest in the resolution of the board of directors shall not exercise his/her voting right." However, there is no written approval of the defendant's notice for convening of this case.

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