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(영문) 대전지방법원 2018.03.28 2017가합106330
회사에 관한 소송
Text

1. The plaintiff's claim is dismissed.

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

Reasons

1. Basic facts

A. The Defendant Company is a corporation established for the purpose of software development, etc., and the Plaintiff is a shareholder who holds 15% shares of the Defendant Company.

B. On September 6, 2017, the Defendant Company held a board of directors and passed a resolution on September 20, 2017 to convene an extraordinary general meeting of shareholders with the purpose of “cases of approval of the full amendment of the articles of incorporation (draft), cases of appointment of directors, cases of establishment of regulations on the restriction on stock transfer, and cases of partial amendment of the articles of incorporation (public notice method).”

C. On September 6, 2017, the Defendant Company sent a notice of convening a temporary general meeting of shareholders as “date: 9:0 am on September 20, 2017: 9: c, 506: Seo-gu Seoul Metropolitan City, Seo-gu, the Daejeon Metropolitan City, the case of the full amendment of the articles of incorporation, the case of the appointment of directors, the case of the establishment of the restriction on stock transfer, and the case of the partial amendment of the articles of incorporation (public notice method)” to the Plaintiff’s address entered in the register of shareholders.

On September 14, 2017, the instant postal item was returned to the Defendant Company on the grounds that the addressee was unknown, and the representative director D of the Defendant Company sent the notice of notification to the Plaintiff as text messages around September 19, 2017.

E. On September 20, 2017, the temporary general meeting of the Defendant Company (hereinafter “instant general meeting of shareholders”) was held, and all of the cases of approval of the full amendment of the articles of incorporation, appointment of directors, establishment of the restriction on stock transfer, and partial amendment of the articles of incorporation (public notice method) were passed at the above general meeting of shareholders.

[Ground of recognition] Facts without dispute, Gap evidence Nos. 1 through 3, Eul evidence Nos. 1 through 3, Eul evidence Nos. 6 through 8, the purport of the whole pleadings

2. Determination as to the cause of claim

A. The Defendant Company did not send a muster notice at least two weeks prior to the date of the general meeting of shareholders, and the Plaintiff received a text message from D, the representative director of the Defendant Company, as of September 19, 2017, from September 19, 2017.

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