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(영문) 대전지방법원천안지원 2017.09.29 2017가합100645
주주총회결의 취소
Text

1. The plaintiff's claim is dismissed.

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

Reasons

1. Basic facts

A. From April 25, 2007 to March 12, 2008, the Plaintiff respectively served as the Defendant’s representative director, and from April 25, 2007 to February 10, 2017, as the Defendant’s internal director.

B. On January 24, 2017, the Defendant held a temporary directors meeting with an agenda “the convocation of a temporary shareholders’ meeting for the dismissal and the appointment of new directors for the Plaintiff’s internal directors.”

At the time of the above board of directors, the Defendant’s directors, C, and D three auditors were E; however, three directors including the Plaintiff, and the auditor E were present at the board of directors; and the directors C and D agreed on the above agenda, the above agenda was resolved upon.

(hereinafter referred to as the “Board of Directors of this case” and a resolution made in the above provisional society shall be deemed as the “Board of Directors of this case” (hereinafter referred to as the “Board of Directors of this case”).

Then, the Defendant held a temporary general meeting on February 10, 2017 according to the resolution by the board of directors of the instant case and resolved to dismiss the Plaintiff from the Defendant’s internal director.

(2) The Plaintiff’s dismissal resolution was made at the above general meeting of shareholders, and the Plaintiff’s dismissal resolution was made at the above general meeting of shareholders (hereinafter “the instant general meeting of shareholders”). The Plaintiff’s dismissal resolution was made at the above general meeting of shareholders. The ground for recognition was without any dispute, the Plaintiff’s written evidence No.

2. Summary of the plaintiff's assertion

A. The defendant held the board of directors of this case at will without undergoing the procedure for convening the board of directors under Article 390(3) of the Commercial Act. The resolution by the board of directors of this case is null and void because procedural defects are significant and apparent.

As long as the resolution by the board of directors of this case for the convocation of the general meeting of this case is null and void, the resolution of this case shall be revoked.

B. The Plaintiff, who is a shareholder holding 25% of the Defendant’s shares, actually holds 75% of the Defendant’s shares, obstructed the Plaintiff from attending the shareholders’ meeting of this case. Accordingly, the Plaintiff’s intent as a shareholder.

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