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1. The plaintiff B's lawsuit shall be dismissed.
2. The plaintiff A's claim is dismissed.
3. The costs of lawsuit are assessed against the plaintiffs.
Reasons
1. D 48,00 E 34,500 F 10,500 G 10,500 H 5,000 I 5,000 J 5,000 J 5,000 118,000
A. Plaintiff A is the Defendant’s intra-company director and representative director. The Defendant is a company that engages in the production, sale, etc. of music records. The total number of outstanding stocks as of August 7, 2015 is 118,000 shares and each shareholder and shares on the register of shareholders are listed below.
B. On August 7, 2015, the Defendant held a temporary general meeting of shareholders (hereinafter “instant temporary general meeting”) and the above A.
In all shareholders mentioned in the paragraph, consent to the convening of the above extraordinary shareholders' meeting, the plaintiff A was dismissed from inside directors on a full basis, and K and G were elected as inside directors.
[Ground of recognition] Facts without dispute, Gap evidence No. 1, Eul evidence No. 1, the purport of the whole pleadings
2. We examine, ex officio, whether the Plaintiff B’s lawsuit of this case is legitimate or not.
Article 376(1) of the Commercial Act provides that "If the procedure for convening a general meeting or the method of resolution violates the Acts and subordinate statutes or the articles of incorporation, or the contents of the resolution violate the articles of incorporation, shareholders, directors, or auditors may file a lawsuit for cancelling the resolution within two months from the date of resolution." Thus, the person entitled to file a lawsuit for cancelling the resolution shall be limited to shareholders, directors, or auditors. However, the evidence No. 3 submitted by the plaintiff Eul to prove that the plaintiff is a beneficial shareholder against the 2,00 shares of the defendant, is difficult to believe it as is in light of the evidence No. 2 and witness E's testimony, and there is no other evidence to acknowledge that the plaintiff is a beneficial shareholder
Therefore, the plaintiff B is not entitled to seek the revocation of the resolution of the provisional shareholders' meeting of this case. Thus, the above plaintiff's lawsuit of this case is unlawful.
3. Judgment on the merits
A. The provisional shareholders’ meeting of this case asserted by the Plaintiff A is the temporary shareholders’ meeting.