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(영문) 광주고등법원(전주) 2016.10.20 2015나996
주주총회결의무효확인 등
Text

1. The plaintiff's appeal is dismissed.

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

Purport of claim and appeal

1...

Reasons

1. Basic facts

A. D was a substantial shareholder of the Defendant holding 1,750 shares out of the total amount of 5000 shares issued by the Defendant (the total amount of capital is KRW 50 million), under his own name, 800 shares under E in that name, 2,450 shares in that name, 2,450 shares in each title, F.

B. D was appointed as the Defendant’s representative director on April 16, 2010, and resigned on November 8, 2010, and G was appointed as the Defendant’s representative director on the same day and resigned on October 10, 2013.

C. On October 10, 2013, the Defendant passed a written resolution in lieu of a resolution of the general meeting of shareholders on the premise that the Plaintiff and H are the Defendant’s shareholders, thereby making a resolution to appoint the Plaintiff as the Defendant’s representative director, in-house director, and H as an in-house director. Accordingly, the registration was completed when the Plaintiff was a representative director and an in-house director.

After that, on November 21, 2013, the defendant decided in writing in lieu of the resolution of the general meeting of shareholders on the premise that C is the defendant's sole shareholder and dismissed the plaintiff and H from office as representative director and in-house director, and appointed C as an in-house director (hereinafter "the resolution of this case"). Accordingly, the plaintiff and H were dismissed from office as representative director and in-house director and registration was completed.

E. Meanwhile, the contents of the Defendant’s articles of incorporation (established on August 4, 2006) relating to the instant case are as follows.

Article 22 Convocation of General Meeting shall be convened by a resolution of the board of directors, except as otherwise provided in Acts and subordinate statutes.

Article 23 (Notice of Convocation) The date, time, place, and purpose of the meeting shall be dispatched in writing to each shareholder two weeks before the date, time, and place of the meeting.

However, this period may be shortened or omitted with the consent of all shareholders in writing, by telegraph, or by teleex prior to the general meeting.

A resolution of the general meeting of shareholders under Article 26 (Resolution and Quorum) shall be made by a majority of the voting rights of the shareholders present at the meeting except as otherwise provided in the articles of incorporation and Acts.

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