1. The plaintiff's claim is dismissed.

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

1. Basic facts

A. From January 3, 2007 to August 31, 2012, the Plaintiff retired after serving as the Defendant’s representative director.

B. The Defendant’s capital was in total of KRW 10 million, and around 2012, KRW 10,000 among the Plaintiff, KRW 8,000 shares issued by the Defendant, KRW C, KRW 10,000, KRW 10,000, KRW D, and KRW 1,000.

C. On December 1, 2011, the Plaintiff adopted a resolution to newly establish a provision that “in the event an executive is retired, retirement allowances shall be paid in accordance with the payment rules of retirement allowances for executive officers established separately” in the Defendant’s articles of incorporation (hereinafter “instant resolution”) at a temporary general meeting of shareholders (hereinafter “instant general meeting of shareholders”).

【Ground for recognition】 The fact that there has been no dispute, entry of Gap Nos. 1, 2, and 4, the purport of the whole pleading

2. The parties' assertion

A. The plaintiff's assertion that the defendant is less than one billion won in capital, and there was the consent of all shareholders to omit the convocation procedure of the general meeting of shareholders, and thus, the general meeting of shareholders of this case can be held without any separate convocation procedure pursuant to Article 363 (4) of the Commercial Act. Since the general meeting of shareholders of this case decided to pay the retirement allowance to the officers in accordance with the payment rules of the retirement allowance for officers

B. The defendant's assertion that the shareholders of the defendant's assertion can hold a general meeting of shareholders without a separate convocation procedure.

As long as the general meeting of shareholders of this case was conducted without giving notice to the remaining shareholders except the plaintiff, the resolution of this case is nonexistent.

3. Determination

A. The defendant's capital that was agreed to omit the convocation procedure of the general meeting of shareholders with the consent of all the shareholders is less than one billion won in total, as seen earlier.

Therefore, we examine whether the agreement was reached to omit the convocation procedure of the general meeting of shareholders with the consent of all the Defendant shareholders.

The evidence that seems consistent with the plaintiff's assertion is Gap.