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(영문) 대전지방법원 2018.10.24 2018가합439
주주총회결의부존재확인 등
Text

1. There is no resolution that the Defendant appointed D as an internal director at the general meeting of shareholders on March 3, 2016.

Reasons

1. Basic facts

A. The Defendant Company is a corporation established on May 16, 2013 for the purpose of real estate sale and sale agency business, etc., and the Plaintiff is a shareholder of the Defendant Company who acquired 2,000 shares out of 5,00 shares issued by the Defendant Company, and 500 shares in the Plaintiff Company B.

B. D was the only in-house director from the date of incorporation of the Defendant Company ( May 16, 2013). D on March 7, 2016, retired from office as an in-house director on March 3, 2016 and registered again as an in-house director on the same day.

[Ground of recognition] Facts without dispute, Gap evidence Nos. 1 and 2, the purport of the whole pleadings

2. The defendant's judgment on the main defense of safety alleged to the effect that since the plaintiffs' acquisition of shares by the defendant company is null and void, there is no interest in seeking confirmation of the non-existence of the resolution stated in the order. However, it is insufficient to recognize that the evidence submitted by the defendant alone has any defect in the process of acquiring shares,

Therefore, the defendant's above main defense cannot be accepted.

3. The fact that the general meeting of shareholders held on March 3, 2016 by Defendant Company was not held on the merits is without dispute between the parties. The above general meeting of shareholders did not have a resolution that appointed D as an intra-company director, and as long as the Defendant contests this, there is a benefit of confirmation.

4. It is so decided as per Disposition by the assent of all participating Justices on the ground that the plaintiff's claim is justified.

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