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(영문) 서울동부지방법원 2014.08.29 2014가합103792
주주총회결의의 취소
Text

1. The Defendant’s regular general meeting of shareholders on March 27, 2014 at KRW 420,000,000.

Reasons

1. The following facts do not conflict between the parties, or can be acknowledged in full view of the purport of the entire pleadings in the entries in Gap evidence Nos. 1, 3, and 4-1, 2, 7, and 1, 2, and 3.

The defendant is a company established on November 7, 2008 for the purpose of private teaching institute business and educational service business. C is the defendant's representative director, D is the defendant's inside director, and the plaintiff is the defendant's shareholder who has acquired the defendant's shares as follows.

B. At the time of March 17, 2014, the Plaintiff held 11,00 shares, C’s 18,500 shares, and D’s 6,00 shares, respectively.

C. (1) The Defendant’s articles of incorporation stipulate that the remuneration of directors shall be determined by the general meeting of shareholders (Article 43 of the Defendant’s articles of incorporation). A resolution by the general meeting of shareholders provides that a majority of the voting rights of shareholders present and a majority of the total number of issued

(2) On March 27, 2014, the Defendant held a general meeting of shareholders for the purpose of approving dividends of KRW 1,000 per share as of December 31, 2013 (Article 368(1) of the Commercial Act). (2) On March 27, 2014, the Defendant held a general meeting of shareholders for the purpose of setting the maximum amount of executive remuneration to KRW 420,00,000, the amount of executive remuneration for the fiscal year as set forth in Article 31 of the Defendant’s Articles of incorporation, Article 368(1) of the Commercial Act (Article 368(1) of the Commercial Act).

(3) The above shareholders' general meeting held that all of the plaintiffs, C, and D three shareholders were present, and a resolution of approval was passed with the unanimous consent of all the plaintiffs with respect to the proposal Nos. 1, but with respect to the proposal Nos. 2 and 3, a resolution of approval was passed with C, C, and D's affirmative votes (not less than 69.01% of the total number of outstanding shares) despite the dissenting opinion of the plaintiffs (not less than 30.98

Among them, the limit of remuneration for executive officers shall be 420,000,000 won.

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