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(영문) 수원지방법원성남지원 2015.10.29 2014가합203300
주주총회및이사회결의부존재확인등청구
Text

1. Among the instant lawsuit, each resolution entered in the Defendant’s attached list of the resolution of the general meeting of shareholders and the attached list of the two board of directors.

Reasons

1. Basic facts

A. The Plaintiff, as the sole internal director with the representative authority of the Defendant Company, was holding 20,000 shares, which are the total number of shares issued by the Defendant Company, respectively, transferred 6,000 shares, which are 30% of the shares issued by the Defendant Company, to C on September 12, 2013, to D, 3,00 shares, which are 15% of the shares issued by the Defendant Company, to E, 3,00 shares, and 2,000 shares, which are 10% of the shares issued by the Defendant Company.

B. On March 20, 2014, the Defendant: (a) held a general meeting of shareholders (hereinafter “general meeting of shareholders as of March 20, 2014”); (b) resolved to appoint G, H as a director, I, and J as auditors; and (c) made each of the same resolutions as indicated in the list of the resolution of the general meeting of shareholders as indicated in attached Table 1; (d) held on the same day (hereinafter “board of Directors as of March 20, 2014”); and (e) resolved to appoint the Plaintiff as the Defendant’s representative director at the board of directors held on the same day (hereinafter “Board of Directors”) to appoint the Plaintiff as the Defendant’s representative director; and (e) held on May 1, 2014 (hereinafter “Board of Directors”) as of May 1, 2014.

A) Each resolution was made with the same content as the list of the resolution of the board of directors in the attached Table 3, such as dismissal of the Plaintiff from the representative director of the Defendant Company and resolution to appoint G as the representative director of the Defendant Company. [The grounds for recognition] of absence of dispute, Gap’s evidence Nos. 1, 8, 9, 10, 12 through 15 (including the serial number; hereinafter the same shall apply)

written evidence Nos. 1 to 7 and the purport of the whole pleadings

2. The Plaintiff’s motion for convening a general meeting of shareholders on March 20, 2014 was not included in the “cases concerning the appointment of directors” as the subject matter of the meeting, and the general meeting of shareholders did not adopt a resolution on presenting or appointing a general meeting of shareholders as a director a general meeting of shareholders and H as a director. As such, the resolution of the general meeting of shareholders on March 20, 2014 was seriously defective in the convocation procedure or the method of resolution, and there is a reason for absence or invalidation of the resolution.

In addition, the board of directors of March 20, 2014 was not held actually, and the board of directors of May 20, 2014 was held by the resolution of the general meeting of shareholders of March 20, 2014, respectively.

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