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(영문) 대전지방법원 2020.08.26 2019가합110180
회사에 관한 소송
Text

All of the instant lawsuits are dismissed.

Costs of lawsuit shall be borne individually by each person.

Reasons

1. Facts of recognition;

A. The defendant is a corporation with the business purpose of manufacturing and selling non-pharmaceutical drugs, medical containers (health care products, etc.), and the plaintiffs are the shareholders of the defendant.

B. On October 8, 2019, the Defendant held a special general meeting of shareholders and passed a resolution to appoint D as an internal director.

(hereinafter “instant resolution”). On November 13, 2019, registration was completed on October 8, 2019 that D was appointed as an internal director on the Defendant’s corporate registry.

[Ground of recognition] The items of evidence Nos. 2-1, 2, and 5-1, 2, and 5, and the purport of the whole pleadings

2. The summary of the plaintiffs' assertion in this case is that there are defects such as violation of the Articles of incorporation and Article 368-2 of the Commercial Act concerning the exercise of voting rights by the plaintiff limited company A (hereinafter "the plaintiff company"), the defendant's articles of incorporation concerning the exercise of voting rights by proxy by the defendant company E, and the violation of Article 368 of the Commercial Act. Thus, the plaintiff company's resolution in this case seeks nullification or revocation.

3. In a lawsuit seeking the non-existence or invalidity of a resolution of appointment of officer at an ex officio as to the legitimacy of the lawsuit in this case, or the revocation of such resolution, if all the officers appointed by such resolution failed to take office or resign from the position, and thereafter an officer appointed by a new resolution of the general meeting of shareholders is elected and completed the registration of appointment, the new resolution of the general meeting of shareholders shall be deemed to have no benefit of lawsuit seeking the non-existence or invalidity of such resolution, or the revocation of such resolution, even though there are any defects in the initial resolution of appointment of officer at the general meeting of shareholders, unless there are special circumstances such as where the new resolution of the general meeting of shareholders is a defect other than the defect of the general meeting called the general

(see, e.g., Supreme Court Decision 2002Da28302, Oct. 25, 2002). In light of the above legal principles, the health unit, No. 2-3, and No. 4 are deemed respectively.

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