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(영문) 수원지방법원 2018.03.30 2017가합25355
주주총회결의 무효 확인의 소
Text

1. All of the plaintiffs' claims are dismissed.

2. The costs of lawsuit are assessed against the plaintiffs.

Reasons

1. Facts of recognition;

A. The Plaintiffs held 600 shares of the Defendant, and were registered as the Defendant’s internal director.

B. On April 10, 2017, Defendant representative D notified the convocation of the board of directors to E and F, who are the Plaintiffs and other directors listed in the corporate register at the time, and held the board of directors on April 18, 2017.

On May 4, 2017, the board of directors attended by D, E, and F, decided to convene a general meeting of shareholders with the consent of the above three members except the plaintiffs among five directors.

The defendant's articles of incorporation stipulate the attendance of a majority of the directors and the attendance of the directors.

C. D, April 19, 2017, notified shareholders, including the Plaintiffs, of the convening of the above general meeting of shareholders, and the notice contained items, including the removal of the Plaintiffs’ directors.

On May 4, 2017, shareholders were present at the general meeting of shareholders held on May 4, 2017 equivalent to 800 shares among the defendant's total 2,00 shares, and the dismissal of the plaintiffs' directors was resolved with the consent of all of them

(Resolution) The Defendant’s articles of incorporation provide that the majority of shareholders who present a resolution of the general meeting of shareholders and the number of voting shares shall be at least 1/4 of the total number of issued and outstanding shares.

E. Meanwhile, the Plaintiffs submitted a written resolution to oppose the above agenda to the Defendant before the general meeting of shareholders was held, and filed the instant lawsuit on November 17, 2017.

[Reasons for Recognition] Facts without dispute, obvious facts in record, Gap 1 to 5 evidence, Eul 19 to 24 evidence (including paper numbers), the purport of the whole pleadings

2. The plaintiffs' assertion

A. The Defendant Council, dated April 18, 2017, for the convening of the general meeting of shareholders, took place with only one of three directors present at the meeting, and its resolution is invalid.

The resolution of the general meeting of shareholders of this case is eventually made without a resolution of the board of directors.

B. In addition, the Plaintiffs.

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